UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 92704 / August 18, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-20452

In the Matterof

WENDAN BAO, SHUO GU,

LENDINGCAR CORP., AND 

H7 CREDITLLC,

Respondents.

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ORDER APPOINTING TAX 

ADMINISTRATOR AND DIRECTING 

PAYMENT OF CERTAIN FUNDS 

RECEIVED BY THE COMMISSION

On August 4, 2021, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 21C of

the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 

1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (the “Order”)1 against Wendan Bao, Shuo Gu,

LendingCar Corporation, and H7 Credit LLC (collectively, the “Respondents”). These 

proceedings arose out of Respondents’ misappropriation of assets in connection with their 

solicitation of investments in DeYao Fund, LP, a pooled investment vehicle set up to fund dealer 

floor plan loans to automobile dealerships in order to finance the purchase of used car inventory. 

The Commission ordered Respondents to pay $103,000 in disgorgement to the 

Commission, in nine installments, which is be distributed to harmed investors to the extent 

feasible (the “Distribution Fund”): 

1. $15,450.00 within 10 days of the entryof the Order;

2. $10,943.75 within 90 days of the entryof the Order;

3. $10,943.75 within 180 days of the entry of the Order;

4. $10,943.75 within 270 days of the entry of the Order;

5. $10,943.75 within 360 days of the entry of the Order;

6. $10,943.75 within 450 days of the entry of the Order;

7. $10,943.75 within 540 days of the entry of the Order;

8. $10,943.75 within 630 days of the entry of the Order; and

9. $10,943.75 within 720 days of the entry of the Order.

 

1 Securities Act Rel. No. 10960 (Aug. 4, 2021).
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The Respondents have made the first payment of $15,450.00 as ordered, which currently 

comprises the Distribution Fund, and any additional payments received pursuant to the Order 

will be added to the Distribution Fund.

The Distribution Fund constitutes a qualified settlement fund (“QSF”) under Section of 

468B(g) of the Internal Revenue Code (IRC), 26 U.S.C. § 468B(g), and related regulations, 26 

C.F.R. §§ 1.468B-1 through 1.468B-5. The appointment of a tax administrator to fulfill the tax 

obligations of the Distribution Fund is necessary. The appointment of Miller Kaplan Arase LLP 

(“Miller Kaplan”) is in accordance with the Omnibus Order Directing the Appointment of Tax 

Administrator in Administrative Proceedings that Establish Distribution Funds (the “Omnibus 

Order”).2 

The Distribution Fund currently has available for distribution to the three investors set 

forth in Exhibit 1 attached hereto (the “Harmed Investors”) the $15,140.00 paid by the 

Respondents, less a reserve for taxes and administrative expenses (the “Reserve”).

Upon further payments or collections and, at minimum, within 390 days and again within 

760 days of the entry of the Order, if distribution is feasible after withholding any additional 

Reserve, the Commission staff will obtain additional orders to disburse the available funds to the 

Harmed Investors.

Accordingly, it is hereby ORDERED that:

A. Miller Kaplan, in accordance with the Omnibus Order, is appointed Tax 

Administrator for the QSF in the above referenced proceeding and shall work 

with the Commission staff to establish the Reserve;

B. After withholding the Reserve, the Commission staff shall disburse the remaining 

funds in the Distribution Fund to the three Harmed Investors, as set forth in 

Exhibit 1; and

C. Any amounts remaining in the Distribution Fund after the final distribution as 

detailed above, that are infeasible to return to investors, and any amounts returned 

to the Distribution Fund in the future that are infeasible to return to investors, 

shall be transferred to the general fund of the U.S. Treasury subject to Section 

21F(g)(3) of the Exchange Act.

By the Commission.

Vanessa A. Countryman

Secretary

 

2 Exchange Act Rel. No. 85174 (Feb. 22, 2019).
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Exhibit 1

Investor 1 59.81%

Investor 2 20.85%

Investor 3 19.34%