Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #913-6

## **Exhibit F**

**August 31, 2022 Letter**

1 (212) 318-6001 lucdespins@paulhastings.com

August 31, 2022

## **VIA EMAIL**

Eric A. Henzy, Esq. Zeisler & Zeisler, P.C. 10 Middle Street 15th Floor Bridgeport, Connecticut 06604 Email: ehenzy@zeislaw.com

## **Re:** *In re Ho Wan Kwok***, Case No. 22-50073 (JAM) – Corporate Governance Rights Order / Ace Decade Holdings Limited ("Ace Decade") and Dawn State Limited ("Dawn State")**

Dear Eric:

I am writing to you in my capacity as the chapter 11 trustee (the "Trustee") appointed in the chapter 11 case of Mr. Ho Wan Kwok (the "Debtor"). As you know, the *Order, Pursuant to Bankruptcy Code Section 363, 521, 541, 1108, and 1505, (A) Confirming that Chapter 11 Trustee Holds All of Debtor's Economic and Corporate Governance Rights in Debtor-Controlled Entities, (B) Authorizing Chapter 11 Trustee to Act in Any Foreign Country on Behalf of Estate, and (C) Granting Related Relief*, dated August 10, 2022 [ECF No. 717] (the "Corporate Governance Rights Order"),1 provides, among other things, that:

- "the Trustee holds all of the Debtor's economic and governance rights, for the benefit of the Estate, with respect to all Debtor-Controlled Entities," Corporate Governance Rights Order ¶ 2; and - "the Debtor is hereby directed to, respectively, (a) cooperate with the Trustee as necessary to enable the Trustee to perform his duties, including, without limitation, the Trustee's investigation into the assets of the Debtor, and (b) surrender to the Trustee all property of the estate and any recorded information, including, without limitation, books, documents, records, and papers relating to property of the estate . . . ," *id.* ¶ 3.2

Pursuant to the *Particulars of Claim*, dated as of September 23, 2020 (the "UK Complaint"),3 filed by Mr. Kwok, Ace Decade, and Dawn State, as Claimants, against UBS AG, as Defendant, in the High Court of Justice, Business and Property Courts of England and Wales, Queen's Bench Division, Commercial Court, the Claimants have asserted that:

"Ace Decade was incorporated on 18 June 2014 and **acquired by Mr Kwok on or around 10 November 2014**," UK Complaint ¶ 2 (emphasis added);

3 A copy of the UK Complaint is enclosed with this letter.

¹ Capitalized terms used but not otherwise defined in this letter have the meanings set forth in the Corporate Governance Rights Order. A copy of the Corporate Governance Rights Order is enclosed with this letter.

² While the Debtor has sought a stay pending its appeal of the Corporate Governance Rights Order, the Debtor's requested stay is limited to the relief with respect to the Letter to UK Counsel. All other provisions of the Corporate Governance Rights Order are in full force and effect. *See also* Corporate Governance Rights Order ¶ 4 ("the terms and conditions of this Order shall be immediately effective and enforceable upon its entry, and any applicable stay of the effectiveness and enforceability of this Order is hereby waived").


August 31, 2022 Page 2

- "Ace Decade was acquired on 10 November 2014 by Mr Kwok for the purpose of action as the said investment vehicle. On the same day, on the advice of Mr Wong, an employee of Mr Kwok, Ms Yu Yong ("Ms Yu") became its nominee shareholder and director," *id.* ¶ 24; and - "Since 18 September 2015, **Dawn State has been owned and controlled by Ace Decade**," *id.* ¶ 4 (emphasis added).

Therefore, according to the UK Complaint, the Debtor is the owner of Ace Decade, which in turn owns Dawn State.

In addition, the UK Complaint asserts that Mr. Kwok caused and/or permitted Ace Decade and Dawn State to take various actions, including with respect to a co-investment agreement, financing letter, and lending documents, as detailed in the UK Complaint. *See, e.g.*, *id.* ¶ 86.

In light of the foregoing, I request that the Debtor, no later than **10:00 a.m. (ET) on Tuesday, September 6, 2022**:

- execute, and cause any nominee shareholder of Ace Decade to execute, a share transfer instrument to transfer all of the Debtor's shares in Ace Decade (including all shares beneficially owned by the Debtor through any nominee shareholder) to the Trustee; - execute and/or cause the director(s) of Ace Decade to execute a resolution approving such transfer of the shares in Ace Decade to the Trustee.

For the avoidance of doubt, the share transfer instrument and the related director's resolution shall be in the same form as the corresponding documents related to the shares of Genever (BVI), as attached as Exhibit A to the Corporate Governance Rights Order.

I reserve all rights in regard to the above, including to seek additional relief from the Bankruptcy Court.

Please let me know if you have any questions regarding any of the foregoing.

Best regards,

*/s/ Luc A. Despins* Luc A. Despins Chapter 11 Trustee

cc: Stephen M. Kindseth, Esq., Zeisler & Zeisler, P.C., Email: skindseth@zeislaw.com Aaron A. Romney, Zeisler & Zeisler, P.C., Email: aromney@zeislaw.com Irve J. Goldman, Pullman & Comley LLC, Email: igoldman@pullcom.com Stuart M. Sarnoff, O'Melveny & Myers LLP, Email: ssarnoff@omm.com

Enclosures