IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

Alexandria Division

Chapter 11

In re

GreenTech Automotive, Inc.,

Debtor.

Scott M. Abeles

Jonathan Link (VSB No. 42951)

Gerard P. Fox

GeReRp Fox Lew P.C.

3050 K Street, N.W., Suite 210

Washington,DC 2007

Telephone : (202) 664-5585

Fax: (310) 441-4447

jlink@gerardfoxl aw. com

)

)

)

)

)

)

)

Case No. 1 8- 10651

(Jointly Administered)

MEMORANDUM IN SUPPORT OF MOTION TO DISMISS CHAPTER 1I CASES

The Movants, by counsel, pursuant to the provisions of 11 U.S.C. $1112(b), Federal Rule

of Bankruptcy Procedure 9013 and Local Rule 9013-1, submit this memorandum in support of

their motion to dismiss the administratively consolidated Chapter 11 cases of the debtors herein

("Debtors").1

t The Movants here are: Xia Bi, Nian Chen, Yuanyuan Chen, Qingli Cheng, Ying Cheng,

Dongsheng Hu, Jun Huang, Kui Le, Chunsheng Li, Zhonghui Li, Lin Lin, Lan Liu, Ling Liu,

Zheng Qin, Meiming Shen, Yunping Tan, Bixiang Tang, Xiaonan Tang, Chun Wang, Rui Vy'ang,

Yahong Wang, Yue Wang, Jian Wu, Lei Yan, Junping Yao, Jin You, Zhen Yu, Houqian Yu,

Nianqing Zhang, Xuernei Zhang, Huibin Zhao, and Yan Zhao.

George R. Pitts (VSB No. 24978)

SeNos ANopRsoN PC

1491 Chain Bridge Road

Suite 202

Mcl-ean, Y422101

Telephone: (703) 893-3600

Fax: (703) 893-8484

gpitts@sandsanderson. com

Counsel for Movants

Case 18-10651-BFK Doc 59 Filed 03/23/18 Entered 03/23/18 17:07:53 Desc Main

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I. INTRODUCTION

In the words of Mississippi's State Auditor and watchdog, GreenTech Automotive Inc.

"was a sham from the very beginning," a firm built on "smoke and mirrors," that "never had any

intention to deliver on the promises it made."2 GreenTech's bankruptcy petition, along with

those of its affiliates, continues this unfortunate record. The petitions filed by the GreenTech

debtors are not good faith attempts to compensate creditors and reorganize GreenTech into a

productive concern. They are intended only to snuff out investigations into GreenTech's comrpt

practices and shift any of its remaining value to insiders, debt-free, in a context in which

discovering and understanding GreenTech's real value has been made impossible by dubious

transactions undertaken in the recent past.3

Now nine (9) years old, GreenTech is a car company that has never sold cars. Given its

fantastic success at raising money, this is especially remarkable. By its own reckoning,

GreenTech has raised well over $1 billion, including $141.5 million from EB-5 investors, like

the Movants. ^S¿e Ex.7 at 3 ("E85 investors have invested a total of US $129.5 million (141.5

million less the refunded US $12 million)"); Ex. 30 at22 (EB-5 investment constituted just7.8%

of GreenTech's total investment capital). Based on the financials GreenTech has provided to

2 http:llwreg.coml2017lOl ll2lmississippi-demanding-millions-back-from-greentech-electricauto-plant/; http://www.jacksonfreepress.com lnewsl20TT ljull06lmississippi-demands-64m-backel ectri c-car-makers-c/.

3 All int".tral alterations, quotation marks, footnotes and citations herein are ornitted and all

ernphasis is added unless otherwise noted. All "Ex. _" references are to documents submitted

with the concurrently filed Declaration of Mary Catherine Amerine, unless otherwise noted.

2

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investors, nearly all of the funds raised have disappeared and are unaccounted for. See Ex. 28,

29,4

One thing that is known is that GreenTech did not invest its funds in patented (or even

advanced) technology for use in the hybrid electric vehicles it was supposed to build.

GreenTech's own General Counsel, Norman Chirite, admitted as much at a recent meeting of

creditors. See Declaration of Jonathan Link ("Link Decl."), at fl 18. This undisputed fact is

important on this motion. ln 2076, GreenTech swapped the limited IP it did have for a minority

share of a separate Chinese company, non-debtor Jiangsu Saleen Automotive Technology Co.,

LTD ("JSAT"). The Debtors say that "[a]part from its manufacturing facility" the JSAT interest

is oothe principal asset of GTA." See Dkt. No. 7 at I27 . The troubling history of this asset swap,

along with indicia that other courts deem consistent with bad faith filings, compels dismissal of

GreenTech's petition, and those of its brethren.s

Where a debtor's "real motivation is to abuse the reorganization process and to cause

hardship or to delay creditors by resort to the Chapter 11 device," such a filing is incompatible

with Chapter 11's underlying policies and should be dismissed. Carolin Corp. v. Miller,886

F.2d 693,702 (4th Cir 1989). GreenTech cannot reorganize into a going concern as it was never

meant to be a going concern. It was formed to raise money from foreign investors blinded by

their interest in becoming permanent United States residents and incapable of ferreting out sharp

a Th" 7.8Yofr,gure dates to 2010. If the ratio of EB-5 investment to total investment held steady

throughout GreenTech's lifespan, then GreenTech would have raised about $1.814 billion (141.5

MM x 100 /7.8). Even if the ratio doubled over time, GreenTech would have raised over $900

million (141.5 MM x 100 /15.6:901,051,282).

s All docket citations are to Case No. 18-10651, unless otherwise noted.

o

t)

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practices. The Movanfs,32 Chinese investors, are among GreenTech's victims. They invested

more than $500,000 each in GreenTech based on false promises of green cards and guaranteed

returns. After years of being told that GreenTech was thriving and that contrary reports were

false, the Movants sued GreenTech, its affiliates, and their former and current corporate leaders

in November of 2017 (hereafter, the "Fraud Action"). See Ex. I.

The Fraud Action, say the Debtors, upset a plan that would have placed much of

GreenTech's remaining value into the hands of GreenTech's founder and long-time CEO,

Charles Wang. See Ex. 2 ("wiTh several lawsuits outstanding, especially the recent malicious

lawsuit by the 32 EBs investors li.e., the Movants] resulting in the failure of the acquisition, the

company cannot carry on"). That value is supposedly bound up in GreenTech's share of nondebtor JSAT. In 2016 Mr. Wang swapped GreenTech's IP, which according to an appraisal

commissioned in China was worth over $ 170 million, for 1 1 .46% of JSAT. See Ex. 3. Mr. Wang

placed GreenTech's JSAT interest in non-debtor Rugao GTA, a Chinese subsidiary of

GreenTech's parent. Notably, Mr. Wang is the controlling shareholder of øll of these companies

- GreenTech, JSAT, and Rugao GTA, and so stood on all sides of this transaction.6

Signifìcantly, GreenTech purchased what appears to be the very same IP in 2010 for just

$20 million, see Ex. 4 at 2, meaning that this IP increased 850% in value in just six years, all

because of a paper transaction orchestrated by those controlling GreenTech. This valuation also

inflated the value of Wang's JSAT - if GreenTech swapped IP worlh "$170 million" for just

11/6% of JSAT, then Mr. Wang's recently capitalized JSAT was worth well over SI billion.

6 Movants are in possession of only six pages of the alleged appraisal, which appears to be all

any of thern were provided. ^Se¿ Ex. 3.

4

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Dkt. No. 10 at 6 (GreenTech explaining that it "acquired the JSAT Interest in2016 when it

entered into a relationship with JSAT, then a newly organized automotive enterprise in China.").

Before the Debtors declared bankruptcy, Mr. Wang tried to cause another company,

Golden Resources, to buy GreenTech's JSAT share from the investors at a discount. See Ex. 5 at

$1 (offerto purchase JSAT share for+800,000,000 RMB, or about $119 million).7 Thereafter,

Golden Resources and Mr. Wang disclosed their intention to take JSAT public, at a value that

would be intrinsically inflated by, at that point, two insider paper deals. See Ex.6 at 3 (disclosure

of plan to take JSAT public). That deal fell through, according to GreenTech, because of a lack

of shareholder unanimity in its favor and several lawsuits filed against GreenTech. Resurrection

of the JSAT transaction is the Debtors' stated first priority in this proceeding, which will

eradicate the need for shareholder approval and allow the assets to move free of claims or

encumbrances. See Dkt. No. 10 (Key Employee Incentive Plan tying all rewards to selling JSAT

interest); id. atDkt. No. 11 (seeking expedited hearing to irnplement KEIP).

As this narrative demonstrates, the financial action in this case is in China, where JSAT,

Golden Resources, and Rugao GTA are located and where Mr. Wang resides. These proceedings

will not afford a window into that action. There will be, at best, incomplete disclosure regarding

what is left of GreenTech, and futile inquiry into JSAT, its suspect $170 million asset swap with

GreenTech, and the true nature of the Golden Resources/JsAT affangement. Meanwhile, the

Debtor entities, even if managed by a trustee, will lack the resources to reclaim the only apparent

7 On August 1,2017, during the period this deal was being discussed, the USD-CNY exchange

rate was 6.7189. Thus 800,000,000 I 6.7180 119,083,060. See www.exchangerates.org/Rate/USD/CNY/8- 1 -20 I 7.

5

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assets they have of any value - i.e. what went into JSAT. On that note, another foreign company,

non-debtor Capital Wealth Holdings Ltd. ("Capital Wealth"), is a British Virgin Island company

controlled by Mr. Wang that may be holding much of the capital raised by GreenTech,

reinforcing the likelihood that recovery of assets and investments will be futile here.8

The petitions, in addition, have been filed as a litigation tactic, a fact the Debtors have not

tried to hide. Timing their actions precisely, as soon as GreenTech announced its intention to

declare bankruptcy, its CEO, Mr. Wang, also announced that a group of 63 investors in

GreenTech had filed suit against the Movants. Ex. 7 at 1, 4 (announcing bankruptcy alongside

fact that "Today, more than 60 EB5 investors have sued 32 EBs investors of GTA fthe Movants]

for malicious litigation in the United States," offering to assist those plaintiffs with their case,

and threatening to utllize Movants' immigration information against them unless they dropped

the Fraud Action). The 63 investors contend that the Movants' Fraud Action "tortiously

interfered" with the JSAT/Golden Resources deal. Aside from this complaint's risible premise,

and its assault on the Movants' right of access to the courts, use of the Code's automatic stay

provision to stifle litigation that threatens to bring the Debtors' fraud to light, while causing

litigation to be initiated against Movants through proxies apparently pursuing the same agenda as

GreenTech's insiders, is bad faith.

Aside from facilitating one more suspect transaction and staying actions by the Movants

and the state of Mississippi, there appears to be no other pulpose to the filings. The misuse of the

t Effottr to serve Capital Wealth in the Fraud Action, inherently difficult because it is a foreign

entity, have been even Írore difficult due to the devastating impact of Hurricane Irma on the

island.

6

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bankruptcy process for the purposes of benefitting insiders and harassing adversaries

("subjective bad faith"), coupled with GreenTech's inability to claim that all it needs is breathing

room to thrive ("objective futility") are powerful indicia of a bad faith filing that this Court need

not indulge or tolerate. Carolin,886 F.2d atl0l-02.

II. FACTUAL BACKGROUND

A. The Parties and theír Reløtíonship

The Movants are 32 Chinese immigrant investors who purchased limited partnership

interests in Debtor GreenTech Automotive Partnership A-3 ("4-3") for $500,000 each (plus a

$60,000 or $61,000 "administrative fee"). A-3, in turn, loaned these proceeds - $44.5 million in

all, from 89 A-3 investors - to Debtor GreenTech Automotive, Inc. ("GreenTech"). Debtor

\ryM Industries Corp. (oo\ryM Industries") is GreenTech's parent. Debtor American

Immigration Center, LLC (.'AIC") owns Mr. Wang's various immigration related businesses.

Debtor GreenTech Automotive Capital A-3 GP, LLC ("4-3 GP") is the General Partner of A3. Debtor Gulf Coast Funds Management, LLC served as the management company for

GreenTech and as the vehicle that marketed the investments to GreenTech's investors.

Movants' investments arose under the Emplo¡zment-Based Immigration Fifth Preference

Program, or "EB-5" program, a federal immigration program geared towards economic growth.

The EB-5 program provides investors, and their immediate farnilies, the opportunity to

permanently live and work in the U.S. after they have invested in a new enterprise. The EB-5

program is adrninistered by the United States Citizenship and Imrnigration Services (USCIS).

Unfortunately, the EB-5 program is not associated with any enforcement program or activity,

leaving investors like the Movants, often unsophisticated in cornplex regulatory fiameworks and

7

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even the English language, to serve as "Private Attorneys General" and fend for thernselves. The

EB -5 program is famously plagued with the grossest fraud and abuse. See, e.g., Ex. 8.

On November 22, 2017, the Movants filed the Fraud Action against each Debtor here

(except for A-3), plus non-debtor Capital Wealth, and individual defendants Teny McAuliffe,

Charles Wang, and Anthony Rodham. See Ex. 1. The eleven-count Cornplaint, later removed to

the U.S. District Court for the Eastern District of Virginia, contends that the Debtors and other

defendants, individually and collectively, bilked the Movants out of their investments through a

dizzying array of deceptive practices and false promises. In particular, the individual defendants,

through their alphabet soup of corporate fronts, made GreenTech's investors the following offer:

invest $500,000 in our company and we will leverage our political connections to ensure your

immigration papers will get to the top of the pile, and then be approved. Better yet, the investors

would quickly recover their investments in full. To top things off, the defendants induced the

investments with false statements in Mandarin, the Movants' native language, while seeking to

exculpate themselves from liability through boilerplate disclairners written exclusively in

English.

B. Assets

1. Real Property

All of GreenTech's real estate and related assets have been pledged to two creditors - the

State of Mississippi and A-3, the limited partnership. Those assets - primarily land and a

manufacturing plant in Tunica, Mississippi - were described as wodh about $27 million in a

recent letter to investors from GreenTech's managemenl. See Ex. 9 at 1 ("GTA's intangible

assets in China's Jiangsu Saleen Co., Ltd. are valued at approxirnately RMB 1.106 fabout $173

8

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rnillionl. Together with land and buildings in Mississippi, the entire GTA is worth US $200

million.").

In exchange for about $5 million in state and local aid, GreenTech pledged 20 acres of

land and additional assets to the Mississippi Development Authority. See Ex. 10, Art. 3-4 & Ex.

11. The aid took the form of a $3 rnillion loan, and $2 million to buy the site on which

GreenTech is located, and in tax exemptions. See Ex. 10, Art. 3-4. Mississippi called the loan

following a series of missed payments, and filed suit against GreenTech alleging default, on

November 7,2017. At this early stage in the bankruptcy cases, Movants take no position on the

validity or perfection of any liens or encumbrances claimed by the state of Mississippi or its

related entities.

GreenTech has also pledged "fa]ll assets ... wherever located and whether now owned or

hereafter acquired or created" to the lirnited parlnership, A-3, to secure a loan of around 542.5

million. Ex. 12. GreenTech has defaulted on the loan. See Ex. 13 Art. 10. 1 .1 .7.

As a result, A-3, the lirnited partnership and a creditor of GreenTech, should not be

grouped with the other Debtors, and there appears to be no legitimate basis for its filing. A-3's

assets are estimated at between $10 and $50 million. See Case No. 18-10656, Dkt. No. 1, al2.IIs

estimated liabilities are listed as falling into the sanìe range, but that is based upon a ntistake. On

its list of its 20 largest unsecured creditors, A-3 lists two: a set ofjudgment creditors, at around

$7.6 million, and then counsel for the Movants here, on their behalf. See id. at Dkt. 1-1, at 1. But

the Movants have not sued A-3. Thus, by A-3's own estimate, its assets vastly outweigh its

liabilities. This is particularly important because A-3 has a secured interest in all of GreenTech's

assets, which should be distributed to pafiners in A-3. SeeEx.12.

9

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2. Intellectual Property

As its General Counsel admits, GreenTech, supposedly a high-tech company on the

leading edge of transportation science, owns no patents relating to hybrid technology. See Link

Decl. at I 18. At best, a Chinese affiliate of GreenTech (Rugao GTA), also owned by WM

Industries, owns a minority share of JSAT, which owns what used to be GreenTech's intellectual

property. Understanding the strange and troubling path that GreenTech's IP has travelled is

essential to understanding why this bankruptcy filing should not go forward.

GreenTech's origins are discussed in a thoughtful opinion by Judge Mills, Chief Judge of

the Northern District of Mississippi, in Hybrid Kinetic Auto. Holdings, Inc. v. Hybrid Kinetic

Auto. Corp., 629 F. Supp. 2d 618 (N.D. Miss. 2009). GreenTech's predecessor company was

started by Charles Wang, who played the role of entrepreneur, and Benjamin Yeung, the

financier. The relationship soured, giving rise to runaway litigation that Judge Mills sought to

quell with an "advisory opinion." The important takeaway from that opinion, for present

pu{poses, is Judge Mills' statement that as of June 23,2009,when the opinion was signed, "all

parties agree thal neíther Yeung nor VI/ang owns the actual hybríd cør tecltnology which will be

used in any project ." Id. at 629.

GreenTech would first acquire IP of its own in May of 2010. It did so by purchasing

EUAutos, a Hong Kong company, for $20 million. Critically, and in contrast to transactions to

come, the EUAuto deal appears to have been an arm's length transaction.e

e See Ex. 4 ("On ly'ray 77 , 2010, the company announced the successful acquisition of EuAuto

Technology Ltd., a Hong Kong based company, whose flagship electric car Mycar was also

incorporated into GTA's product line.").

10

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GreenTech disclosed the IP it acquired from EUAutos in Appendix A to a Private

Placement Memorandum distributed to potential investors. See Ex. 14. As it explained, "GTA

has obtained a sole, royalty-free and transferrable license on: 1) a MyCar design patent in the

European Union and U.S.; and 2) a trademark on MyCar in the European Union." Id. at 20.

However, as of March 1 8, 20 I | 

, 

"we do not have øny tecltnícøl patents on any new and existing

processing, machinery, manufacturing or composition inventions." Id. at21.

In the years to follow, neither GreenTech nor its affiliates registered a single patent with

the USPTO, save for one design patent. As set forth in his declaration, Movants' counsel

Jonathan Link, a former patent examiner at the USPTO, devoted hours to scanning the agency's

records for GreenTech and all known afÍiliates - and came up empty. SeeLinkDecl., at tf 9-16.10

At some point in 2016,GT4 transferred its IP to Mr. Wang's JSAT in exchange for

11.46% of the shares in JSAT. See Ex. 75; see also Dkt. No. 10 (KEIP Motion) at 6 ("GTA

acquired the JSAT Interest in 2016 when it entered into a relationship with JSAT, then a newly

orgønízed automotive enterprise in China, under which GTA had appraised and then conveyed

rights in its MyCar intellectual property and cefiain engineering assistance to JSAT in exchange

for the JSAT Interest."). Though the MyCar line, and any associated IP, was acquired six years

earlier for $20 million, GreenTech contended that the IP had ballooned in value a whopping 850

percent and was now worth over $ 170 million. See Ex. 3. The investors were told that 1 1.460/o of

r0 This search did reveal two øbøncloned utility patent applications filed by WM GreenTech

Automotive Corp. WM GreenTech has not been identified as an affìliate of any of the Debtors.

11

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JSAT was worth the same "$170 million" they were giving up.ll

In their filings, the Debtors describe this share of JSAT âs, "[a]part from its

manufacturing facility, ... the principal asset of GTA." Dkt. No. 7 atll27. They have continued

to suggest that these IP rights are worth over $170 million. See Ex. 9 at I (referencing GTA's

intangible assets, which 'oare valued at approximately RMB 1.106 billion fabout $173

millionl").r2

Public records confirm that JSAT's shareholders are the local goveffrment of Rugai and

four corporations controlled by Mr. 'Wang, 

as follows:

tt Jiangsu Saleen was founded on July 10, 2009 under the name of Rugao Technology

Innovation Services Co., Ltd. ("Rugao Innovation") by two corporatiqns owned by the local

Chinese government, with registered capital of Renmini ("RMB") (Chinese currency) 0.5

million. See Ex. 16 at 2. Over the next seven years, the company made little profit. See íd. at

768-70, 179-81, 190, 792, 202, 204. The primary business of Rugao Innovation included

assisting with the development of local high-technology programs, and providing consulting

services to local infrastructure industries and local investment promotions. See id. at 2. Things

started to change in 2016. On February 5,2076, the two corporations sold their shares in Rugao

Innovation to Nantong Golden Harvest Technology Investment and Development Co., Ltd.

("Nantong Golden Harvest"), which is also owned by the local govemment. See id. aI 115. In

addition, the lega1 representative of Rugao Innovation changed from a govemment officer to

Chao Cong, Charles Wang's wife. See íd. at 115. On March 74,2016, the corporation was

renamed Jiangsu Saleen Investment Co., Ltd. See id. aI95.Its registered capital increased from

RMB 0.5 rnillion to more than RMB 9.6 billion. See id. at99. Four more cotporations owned by

Mr. Wang became Jiangsu Saleen's new shareholders and made their "contributions" by nonpatent technology (or technologies), or "know-how." Id. at 101.

't Th" USD CNY exchange rate on February 18,2018 was 6.33951. Thus, 1.1 B I 6.33951 :

77 3,5 I 4,987 . S e e www. exchange-rates. orglRate/USD/CNY/2- 1 8-20 1 8.

t2

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ìräÊ¡q

Capìtal Wsalth Holdingr Límited

('Capítal Wealìh'i

Hã&#

Thê Gôvenrêñt of

Rugal

ñirã*óltisi{träË'

ÍF/a\B

NantÕng 60lden

Hôrvest TechnÕlogy

ìnvestmênt ånd

DevelöpmÉnt Cô- ltd.

ffiRrnsñ

WM lndustries

Corp.

s*¡RaÉ,ãb\+f+ft

€!ñ11âFl

Rugao Qitðì ÉlerìríÉ

Vehicle Tachnology

C{t., Ltd.

$ssiEãÆflrtË"

lñâ\ã

Nantong Uon Mai

Åuìomôbilê

ïechnology Co-.

Ltd.

fiSffitmâärtrï+

dff*'lff¿¡ËJ

Êugro Saleen þbrìd

Êlectr¡6 Vehìcle

Technology Co., LÌd,

ffiiãtræ4F;:uÍg!61

â-.f

Nantong W€¡ Meng

.Auton¡otivê

Technology (o., Ltd.

¡Iiñxåff{*flfrF!ñâ.ñ

Jiangsu Saleen Auto Terh Co., LïD

32%

See Ex. 17 (Corporate profiles of Nantong Golden Harvest, Rugao GTA, Nantong Lion Mai,

Rugao Saleen, Nantong V/ei Meng and Jiangsu Saleen in the Chinese Government's "National

Enterprise Credit Information Public System."). Capital Wealth is a British Virgin Island

Company, also owned by Mr. Wang. Rugao Qitai Electric Vehicle Technology Co., also known

as "Rugal Qitai" or "Rugao GTA," is the entity that holds GTA's 11.46% share, and is owned by

WM Industries, GreenTech's parent.

Shares in, and contributions to, JSAT are reported as follows:

13

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Cash RMB

3,000,500,000

I Nantong Golden Harvest Technology 32%

Investment and Development Co., Ltd.

("Nantong Golden Harvest")

"Know-how" RMB

1,106,920,000

2 Rugao Qitai Electric Vehicle Technology 1l %

Co., Ltd.

("Rugal Qitai" or "Rugao GTA")

-1 Nantong Lion Mai Automobile

Technology Co., Ltd.

(Nantong Lion Mai)

"Knoïv-how" RMB

1,880,420,000

19%

"Know-how" RMB

1,894,520,000

4 Rugao Saleen Hybrid Electric Vehicle 20%

Technology Co., Ltd.

("Rugal Saleen")

"Kno\ry-hoïv" RMB

1,776,270,000

5 Nantong Wei Meng Automotive 18%

Technology Co., Ltd.

("Nantong WM")

Source: Ex, 16 at I0I.

GTA'ó share in JSAT was the subject of a proposal sent to investorsin2017. A firm

called Shenzhen Jin Hon Yuan Investment Management Co., Ltd, or "Golden Resources,"

offered to purchase all of Rugao GTA for Y800 million RMB (about $119 million).13 See Ex. 5 at

$1. The transaction required all GreenTech investors to agree. See id.In offering materials, the

proposal indicated that Y800 million RMB represented a discount to |2o/oof Rugao GTA's true

value, in light of unexplained "liquidity" issues. Ex. 5 at $1 (offering Y.8 billion for Rugao

GTA's interest in JSAT); Ex.6 at 2 (buyoutproposal noting discount to72o/o based on lack of

liquidity).

tt On August 1,2017, during the period this transaction was being discussed, the USD-CNY

exchange rate was 6.1189. Thus 800,000,000/6.7180 : 119,083,060. See www.exchangerates.org/Rate/USD/CNY/8- 1 -2017 .

T4

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The $800 rnillion RMB offer for 11.46% of JSAT, discounted lo 12o/o of its supposed

true value, would suggest that JSAT itself is worth Y:9.1 bíllíon RMB, or $1.44 bittion dollars.ra

Of course that value is entirely grounded in the valuation given to GTA's II.46% share of JSAT,

at $170 million or so. That figure, however, appears drawn from little more than thin air.1s

In the Golden Resources proposal, the following assertion is made:

All Corporate Parties and A3 Investors hereby expressly acknowledge,

understand, and agree that Golden Resources has made full disclosure

regarding its current work with other Chinese financial institutions on the

possible future publíc lístíng of JSAT, ønd that as a signiJicant shøreholder of

JSAT, the trønsfewed equity ínterest ín Ruguo GTA møy íncreøse ín vølue after

the trønsfer.

Ex. 6 at 3. Prior to the bankruptcy, the Golden Resources/JSAT plan fell through due to

conditions regarding ongoing litigation and the need for unanimous investor consent.l6

ta 800,000,000 x 100 / J2: r,111,111,111; r,rr1,111,111 x 100 I 11.46:9,695,559,433;

9,695,559,433 I 6.7 r80 : 1,443,227,712.

ls Movants have recently uncovered information that the company that performed the appraisal,

Shanghai Wanlong Asset Evaluation Co., Ltd. ("Shanghai Wanlong"), has been wamed

repeatedly by the China Securities Regulatory Commission ("CSRC") for issuing flawed

appraisals including as recently as February 12, 2018. See, e.9.,

http://www.cninfo.com.cnlfinalpagel20l7-04-2111203406753.PDF (apologizing, in Chinese, for

its lapses). Movants are obtaining certified translations of the relevant documents and will

provide them with their reply brief.

16 Though Golden Resources and Mr. Wang plan to partner on this IPO, making the Golden

Resources transaction still another insider transaction, it is not clear at this point whether Mr.

Wang also holds an equity interest in Golden Resources. Research thus far shows only that Mr.

V/ang was formerly the CEO and a member of the Board of Directors of a company called Far

East Golden Resources, a sornewhat different name at least than the Golden Resources in

question here. See

http://www.hkexnews.hk/listedco/listconews/sehk/2O08/0711/LTN20080711372.pdf ("the Board

fof Far East Golden Resources Group Limited] comprises five executive Directors, namely Mr

Yeung Yung (Chainnan), Mr Liu Quan (Deputy Chairman), Mr Wang Xíaolín (Chíef Executíve

Officer), Mr Hui Wing Sang, Wilson, Mr Zhu Shengliang and three independent non-executive

Directors...").

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In its initial filings in this Coufi, GreenTech made clear that its top priority is putting the

Company's interest in JSAT back into JSAT's hands, all in preparation for JSAT's planned

initial public offering. See Dk| No. 10 (KEIP Motion) at lQ3 (noting that "JSAT ís ø potentíal

pløn funder and/or øsset acquirer'). Indeed, the foundation of the Debtors' KEIP proposal is

the sale of the JSAT interest. See id. at2 ("each Key Employee will be offered employment by

reorganized GTA with a 25o/o salary increase (a) upon the successful completion of a Section 363

sale of the JSAT Interest or (b) upon confirmation of a plan of reorganization or a plan of

liquidation providing for the sale of the JSAT interest").

JSAT's prospects for a successful IPO appear strong. Though what appears to be the only

relevant IP in the company sold for just $20 million eight years ago in an arm's length

transaction, thanks to one completed insider transaction (between Wang's GreenTech and

Wang's JSAT) and one proposed transaction between future IPO parlners (the Golden

Resources/JSAT transaction), JSAT's apparent valuation has dramatically increased. By filing

for bankruptcy, the Debtors seek to eliminate the JSAT transaction's two obstacles - a lack of

shareholder unanimity, and ongoing litigation. Because JSAT, Golden Resources, and Rugao

GTA are all non-debtor foreign companies, there will be no way to truly test a new Golden

Resources proposal or retrace the 2016 asset swap for fairness and potential clawback before any

new deal is consummated,

C. Ongoing Lítigation

1. Mississippi Litigation

GreenTech entered into a Memorandum of Understanding ("MOU") with the State of

Mississippi and Tunica County, Mississippi, on July 25,2011. That MOU provided that

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GreenTech would construct an automotive assembly facility on property in Tunica County,

Mississippi (the "project site"), invest at least sixty million dollars in Tunica County, and create

at least 350 new full-time jobs by December 31, 2014. See Ex. 10 at Ar1. 2. In this MOU,

Mississippi agreed to loan Tunica County two million dollars to purchase the project site, which

the county then leased or transferred to GreenTech. See Ex. 10 at Art. 3.2(i). Tunica County

holds a Deed of Trust on the project site, securing GreenTech's obligations to Tunica County.

See Ex. 18. GreenTech states in its Private Placement Memorandum that the land under Deed of

Trust to Tunica County is 20 acres. SeeEx.19 at22.

Mississippi also loaned $3,000,000 to GreenTech. S¿¿ Ex. 10 at Art. 3.2(ii). The

repayment of the loan was governed by a Loan Agreement, entered into on September 6th,207I,

providing that all unpaid loan payments would become due and payable immediately upon

default. See Ex. 20 at Art. VII. GreenTech and the Mississippi Development Authority also

entered into a Promissory Note on September 6th,2A11, providing for GreenTech's repayment

of the $3,000,000 and other amounts payable under the Loan Agreement. SeeEx.21. The State

also filed a UCC Financing Statement, referencing various items of personal property. See Ex.

11.

On July 5, 2017, the Auditor of the State of Mississippi demanded full paSrment of

GreenTech's loans. See Ex.22.When GreenTech failed to pay, Mississippi and Tunica County

sued GreenTech in the Chancery Court of Hinds County, Mississippi. See Complaint, Hood v.

GreenTech Automotive, Inc., No. 25CH1:17-cv-001580 (Nov.7,2077). Their complaint was

amended on February 72,2018. See First Arnended Complaint, Hood v. GreenTech Automotive,

Inc.,Case No.25CH1:17-cv-001580. That cornplaint claims that Tunica County is entitled to a

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judicial foreclosure and sale of the property transferred to GreenTech, arnong other relief. See id.

at 11, 14-16. GreenTech filed a Suggestion of Bankruptcy on March 1, 2018.

2. Bí, et. al. v. McAulffi, et. ø1. and Retaliatory Litigation

On November 22,2071, the Movants filed the Fraud Action against all the Debtors here

(except A-3), and Messrs. McAuliffe, Wang, and Rodharn, in Fairfax County Circuit Court. ^!e¿

Ex. 1. Defendants removed the case to the Eastern District of Virginia on December22,2017.

On January 72, 2018, the Defendants filed motions to dismiss. The Movants opposed those

motions on Februar y 9,2017 . The Debtors filed for bankruptcy protection on February 26,2018,

and, as a result, only the individual Defendants filed reply briefs in further support of the motions

to dismiss on February 27,2018.

In conjunction with the bankruptcy petitions, 63 GreenTech investors simultaneously

filed suit against the Movants in Fairfax County Circuit Court, claiming the Movants "tortiously

interfered" with the Golden Resources transaction and "conspired" to snuff that transaction out --

merely by filing the Fraud Action. See Ex. 23 at jll97-116. The 63 plaintiffs want $36 million

for this so-called "tort." The undersigned counsel has agreed to accept service on behalf of all 32

Movants - whether they reside in the U.S. or China - so that they can move forward immediately

with disrnissal and sanctions motions.lT

Indeed, the "Investors" behind this suit have made clear that its primary putpose is to

l7 Virginia's colluron law litigation privilege, statutory litigation privilege, the Virginia

Constitution, and the U.S. Constitutìon all provide sufficient defenses to the claims, separate and

apart from the fact that both claims require a "wrongful" açI to be actionable, and there is

nothing "wrongful" about filing a lawsuit. Moreover, as shareholders in GreenTech, the 63

plaintiffs lack standing to corrplain about the failure of a deal between GreenTech and Golden

Resoulces.

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encourage Movants to drop the Fraud Action - an action the 63 investor plaintiffs are not even

party to. See Ex. 24 (stating that "filf you choose to withdraw from the lawsuit fMovants' filed]

before the court starts [its] investigation, we will not pursue the effects and losses that you

caused earlier," and that "this is the last chance to save yourselves"). The letters also share the

same false premise - that it was the Fraud Action that caused the failure of the Golden Resources

transaction. As noted, that deal was contingent on unanimity and a lack of anymaterial litigation.

The Movants were not the only investors to decline to accept the Golden Resources deal, and

GreenTech was already been ensnared in material litigation with the state of Mississippi.

Upon closer examination, the "63 Investors" lawsuit appears to be an attempt by Mr.

'Wang to obtain a litigation advantage in the Fraud Action. In a recent letter to investors, he

declared that he "will work wíth these investors to brìng lawsuits against those who damage the

value of GTA," and appears to be doing so while the case against his companies in the Fraud

Action is stayed. See Ex.I at 6. Mr. Wang ominously notes that he has "obtained alarge amount

of conclusive evidence about" the Movants, including supposedly "divorce records... false

marriage records ... some falsified their work experience, some fabricated funding sources"

among other accusations, and threatens to rat them out to the authorities. 1rl. Unsurprisingly, a

couple weeks later his proxies, the 63 plaintiffs, wrote to the Movants and threatened to use the

same supposedly negative immigration infonnation against them to try to force the Movants to

drop the Fraud Action, which, again, is an action the 63 plaintiffs are not involved with in any

way. See Ex. 25.18

r8 Movants were required to provide alarge amount of personal and ftnancial infonnation to Mr.

Wang and his companies as parl of the EB-5 process, on a strictly confidential and lirnited

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3. Jing Shen, et. ø1. v. GreenTeclt, et, ø1.

On April 73,2017,12 A-3 and A-4 investors sued GreenTech, Gulf Coast, A-3, and A-3

GP (and an affiliated non-Debtor) in the Circuit Court of Fairfax County alleging fraud and

breach of contract. See Ex.26,2011 WL 1423656 (Cir. Ct. Va. April 14, 2011). Plaintiffs

obtained a default judgment of $6.7 million in the case, and later Mr. 'Wang, on defendants'

behalf, signed a "confession of judgment" for $6.7 million. SeeEx.27 .

D. GreenTech's Perþrntance ønd Prospects

As a legitimate business, GreenTech has been an utter failure. Though it raised $128

million from EB-5 investors, says it raised hundreds of millions more, received millions in

financing and tax breaks from the State of Mississippi, and employed savvy political insiders to

push its plans through EB-5's regulatory process, it appears to have sold no - or at most

extraordinarily few - hybrid vehicles. It has no IP of its own, and, even when flush with cash,

neither developed, nor acquired, patented technology.

There is no reason to believe that new management and funding for GreenTech will make

any difference. The market for GreenTech's offerings can never supporl an enterprise designed

to result in the creation of over 2,500 jobs - the approximate number needed for all of

GreenTech's EB-5 investors to obtain their green cards.

GreenTech's financials reflect this. In its Income Statements, GreenTech reporled that its

revenues in2016 totaled $260,958 - all gained through "Intercornpany Sales." 8x.28 at 1. This

representedadropinrevenuesfrom20l5ofrrorethan$100,000. Seeíd.Its20l6costsofgoods

putpose basis. Though unclear in his letter, the easiest way for Mr. Wang to obtain this

information and provide it to his litigation compatriots is to open his fìling cabinet labelled "Gulf

Coast."

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sold were 5197,921, generating a profit of $63,037. Meanwhile, GreenTech spent more than

eleven míllíon dollørs on its sales and administrative costs, including over $6.5 million on

payroll. See id. Overall it lost more than $13.6 million in 2016, and more than $28.5 rnillion in

2015.

Other aspects of its financials are troubling, and do not give confidence that GreenTech

can be a viable business. Between 2015 and 2016, for example, GreenTech's:

o Cash declined from over $4 million to under $1 million;

o Current assets declined from over $10 million to under $5 million;

o Total assets declined by nearly $11 million;

o Long-tenn liabilities rose by over $11 million;

o Stockholder's equity declined from over $23 million to under $2 million.

See id. at2.

A review of 2013 and 2014 financials, in light of the above, suggests a company that has

been raided. At the end of 2074 GreenTech had $33 million in cash, yet had less than $1 rnillion

at the end of 2016. See Ex. 29 at I. Total assets have plummeted from over $102 million to

around $67 rnillion. There is an entry for an $18,600,000 "Investment in Subsidiaries" in the

2016 "Other Assets" section that does not appear in the 2li3l2ll4financials. Given the web of

corporations here - soûte bankrupt, some not - but all traceable back to the same individual, it is

unclear who has reaped, or will reap, the benefits of these "investments."

GreenTech raised $129.5 million from EB-5 investors alone. It clairns to have raised

much more. Its financials, labyrinthine corporate structure (known and unknown), and disturbing

history give rise to at least three questions going to the heart of the bad faith inquiry:

1. How rnuch money has simply disappealed frorn GreenTech?

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2. Where is the real value of the Debtors?

3. Can such money or value realistically be recovered in these proceedings?

The absence of ready answers to those questions shows that these cases will end up

wasting the Court's and the parties' time.

III. ARGUMENT

Under Section 1112(b) of the Bankruptcy Code, on request of a party in interest, the

Court may dismiss a case filed under Chapter 11 for cause if filed in bad faith. See 11 U.S.C. $

1112(b)(West2018); accordlnreFínney,992F.2d43,45 (4thCir. 1993);seealsoCarolin,S36

F.2d at 699 ("good faith filing" requirement is "implicit in [Section] 1112(b)"). As the Fourth

Circuit has explained, "the right to file a Chapter 11 bankruptcy petition is conditioned upon the

debtor's good faith - the absence of which is cause for summary dismissal." In re Premier Auto.

Servs., Inc., 492 F.3d 214,279 (4th Cir.2007). Indeed, "the ability of a bankruptcy court to

conduct a threshold inquiry into the good faith of a petitioner is indisp,ensable Io proper

accomplishment of the basic purposes of Chapter 1 1 protection." Id.; see also Carolin,886 F.2d

at 698 ("[A] good faith standard protects the jurisdictional integrity of the bankruptcy courts by

rendering their powerful equitable weapons ... available only to those debtors and creditors with

'clean hands."').

To determine whether a bankruptcy case has been filed in bad faith, the Courl must

exarnine the "objective futility" of a petition and then determine whether it was fìled in

"subjective bad faith." Carolin,886 F.2d a|701-102. The objective futility inquiry "is designed

to ensure that there is ernbodied in the Petition some relation to the statutory objective of

resuscitating a financially troubled debtor." Id. at 701. The subjective inquiry tests whether "the

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petitioner actually íntends to use the provisions of Chapter l1 ... to reorganize or rehabilitate an

existing enterprise, or to preserve going concem values," or "whether the petitioner's real

motivation is to abuse the reorganization process and to cause hardship or to delay creditors." ld.

at 102.

The Debtors' filing fails under both factors.

A. The Debtorst Petítíons øre Objectívely Futile

The purpose of Chapter 11 is to provide an opportunity for a troubled company to

reorganize its business in hopes of achieving a fresh start. Chapter 11 comprises "the two

recognized policies underlying Chapter 1 1, of preserving going concerns and maximizing

property available to satisfy creditors." Bank of Am. NaL Tr. & Sav. Ass'n v. 203 N. LaSalle St.

P'ship,526 U.S. 434,435 (1999). The good faith requirement, in turn, "provides a means for

inquiring at the outset into the critical question of whether there is indeed a 'going concem to

preserve,' by requiring that the petitioner establish to the courl's satisfaction that there exists the

'realistic possibility of an effective reorganization.'It is of course obvious that 'if there is not a

potentially viable business in place worthy of protection and rehabilitation, the Chapter 11 effort

has lost its raison d'etre...." Carolin,886 F.2d at 698 &.701-02.

Here, it is inconceivable that GTA could propose, let alone confirm, a plan of

reorganízation. GreenTech had nine (9) years to establish and operate a legitimate business and

never carne close. There appears to be no market for GreenTech's signature vehicle, the MyCar,

which is essentially a glorified golf cart. This is a tech company without technology. As the

Crown Financial court reasoned, a finding of objective futility follows when:

This debtor has no ongoing business to protect and no plans to iriitiate an ongoing

business. There being no ongoing business in existence and none on the horizon,

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there is no going concern value to presere. Further, there is no realistic

possibility of an effective reorganization because there is nothing to reorganize or

resuscitate and no plans for anything to reorganize. There are no jobs to save ...

and no business concept or enterprise for the production of income to be

preserved.

183 B.R. atl22.Indeed, a debtor lacks a reasonable likelihood of rehabilitation under Section

11 12(b) as a matter of law where, as here, it lacks income, see AMA Corp., 175 B.R. at 897-98,

lacks operating funds, see id., or lacks continuing revenue generating activity, see In re Double

W Enterprises, únc., 240 8.R. 450, 454 (Bankr. M.D. Fla. 1999). Because GTA has "no going

concern to preserve" and "no hope of rehabilitation," its bankruptcy filing is objectively futile.

Carolin, 386 F.2d at 698 &.701-02.1e

B. The Debtors Have Filed Theír Bankruptcy Cases ín Bød Faíth

"The subjective test asks whether a Chapter 11 petition is motivated by an honest intent

to effectuate reorganization or is instead motivated by some improper putpose." Premier Auto.,

492 F.3d at 280 accord Carolín,886 F.2d at 102. This inquiry therefore addresses a debtor's

intentions. The plainest case for finding bad faith arises when the bankruptcy filing is part of an

ongoing fraud. The Seventh Circuit defines "fraud" in the bankruptcy context as follows:

Fraud is a generic tenn, which embraces all the rnultifarious means which human

ingenuity can devise and which are resorted to by one individual to gain an

advantage over another by false suggestion or by the suppression of truth. No

definite and invariable rule can be laid down as a general proposition defining

'n Notably, a debtor's prospects can in cerlain circumstances be deemed so futile that an

inference of subjective bad faith follows. Carolin,886 F.2d at 701 & n.3 ("in a given case proof

of the objective futility of a proposed reorganization might be so overwhelming that it would

suppod a parallel finding of subjective bad faith despite the lack of any other evidence more

directly probative of ... rnotive. In some situations futility may be so obvious that the only

rational inference to be drawn is that petitioner had to be aware of it, hence not to have intended

to reorganizebut only to delay or harass."). Such a finding should follow here.

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fraud, and it includes all surprise, trick, cunning, dissembling, and any unfair way

by which another is cheated.

McClellan v. Cantrell, 2I7 F.3d 890, 893 (7th Cir. 2000). Fraud is not lirnited to

misrepresentation, but may encompass "any deceit, artifice, trick or design involving direct and

active operation of the mind, used to circumvent and cheat another." Id.

GreenTech's filing is being used to achieve a transfer of GreenTech's rnost valuable

intangible asset from one of Mr. Wang's pockets (the one marked "GreenTech") into his other

pocket (the one marked "JSAT") at a discount and debt-free. These bankruptcy filings occurred

because the transaction that could have achieved that goal, with Golden Resources, could not be

completed because many investors (in addition to the Movants) declined to accept its terms, and

because the Movants (and others) began suing GreenTech for its fraudulent practices.

As their filings indicate, the Debtors seek to resurrect their favored deal, which involves

interrelated companies (JSAT, Rugao GTA, and Golden Resources) that are unifonnly outside

this Court's jurisdiction. Moreover,the20T6 IP asset swap - when GreenTech's IP was allegedly

appraised at an eye-popping $170 million, and traded for just a sliver of a new, seemingly

unremarkable cornpany, JSAT - cannot be meaningfully exarnined in a U.S. bankruptcy case

because its participants are in China. Chapter 11 was not enacted to paper over and foster shady

deals. See, e.g., In re Lam,2016WL 125618, at *3 (Bankr. S.D. Tex. 2016) (dismissing case

based on a finding that the debtor "used the bankruptcy systen-r to fur1her a fi'audulent loan

modification scheme"); In re Wilke, 429 B.R. 916, 924 (Bankr. N.D. I11. 2010) (relieving

creclitors from automatic stay where "bankruptcy petition was parl of a scherne to delay, hinder

and defraud the [creditor]"). On sirnilar facts, the Tenth Circuit affirrned a finding of actual fraud

where the petition was paft of a scheme to convince creditors to invest $900,000 for a promised

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50% share in a company in which debtors had an interest, and then to convert that investment

into interests in promissory notes, on threats that company was about to file for bankruptcy, and

finally into equity interests in the note's rnaker, thereby bilking creditors of their money. See In

re Sun,535 B.R. 358 (1Oth Cir. BAP (Colo.) 2015).

Other indicia counsel in favor of finding subjective bad faith in these cases. See Janvey v.

Romero,883 F,3d 406,412 (4th Cir. 2018) ("Courts must consider the totality of the

circumstances underlying each case to determine whether a debtor has acted in bad faith. To aid

in this effort, bankruptcy courts have developed a number of multifactor tests."). For example,

thecourt inAMACorp., citingtoMatîerof LittleCreekDev. Co.,779F.2d 1068 (5thCir. 1986),

and In re Thirtieth Place, Inc.,30 B.R. 503 (B.A.P. 9th Cir. 1983) - both heavily discussed by

the Fourth Circuit in Carolin - singled out the following factors: (i) "Single asset case;" (ii)

"History of past business conduct," or lack thereof; (iii) "Existence of business activity at the

time of filing" or lack thereof; (iv) "Reasonable prospect for future business conduct" or lack

thereof; (v) "No cash flow" and "[n]o available sources of income to sustain a plan of

reorganization or adequate protection payments;" (vi) "secured creditor has proceeded to

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foreclosure because ofarrearages and debtor has been unable to stop the sale in state courl;" and

(vii) "Chapter 1l is the only way debtor can avoid the sale. ..." lJ5 B.R. at 897-98.20

GreenTech's filing satisfies these criteria. It is essentially a one-asset company, as its

holdings consist of its irnpossible-to-value JSAT interest and real property subject to imminent

foreclosure. It has no past, present, or future prospects for business activity, virtually no incorne,

and no cash flow. GreenTech is availing itself of the automatic stay provision, while apparently

coordinating a lawsuit against the Movants through proxies. See Ex. I at 5 (using the occasion of

Charles Wang's resignation letter as GreenTech CEO to announce: "Today, more than 60 EB5

investors have sued 32 EB5 investors of GTA for malicious litigation in the United States and

demanded that these people with malicious lawsuits compensate more than $36 rnillion in

losses."); id. at 6 (Mr. Wang threatening to use private and protected information against

Movants); Ex. 25 at I (plaintifß in new suit threatening to act on Mr. Wang's threat). The

combined effect of these factors warrants dismissal. See Furness v. Lilienfield,35 B.R. 1006,

1008 (D. Md. 1983) (finding subjective bad faith where debtor simply wanted to use Chapter 1 I

to rnanipulate another litigation); accord SGL Carbon,200 F.3d at 165 (observing that Chapter

20 The Fourth Circuit's most recent bad faith case, Janvey, arises under Bankruptcy Code Section

707 and is distinguishable. There, the Courl found no reason to depart frorn findings that the

debtor had reasons beyond avoiding a judgment to file his petition; that the debtor's effort to

settle litigation under the threat of bankruptcy ìs not bad faith; and that the size of the debtor's

personal assets did not suggest bad faith. Id. at 441-11. The futility of the petition was not

analyzed, and the unique issues presented here, centering on the inability for the Courl or

interested parlies to find and value the Debtors' assets; the Debtors' use of bankruptcy to foster a

lopsided, insider transaction of dubious provenance; use of bankruptcy to shift assets debt-free

from one insider's pocket to another; or the use of bankruptcy to tilt the playing fìeld by staying

litigation in whicl-r the Debtors are defendants, while supporling litigation against the Debtors'

adversaries.

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l l petition filed to obtain tactical litigation advantages is not within the legitimate scope of the

bankruptcy laws and that courts have typically dismissed such petitions).21

Moreover, where, as here, these improper litigation tactics are cornbined with the

petition's objective futility, courts do not hesitate to dismiss such petitions as violating the good

faith requirement. As the Crown Financialcourt reasoned,

In this case, as observed above, the debtor has no going concern value and no

ongoing, viable business enterprise to rehabilitate. Therefore, the court concludes

that this case was not filed with any actual intent to use the provisions of Chapter

11 to reorganize or rehabilitate any ongoing or planned business enterprise nor to

preserve going concern value which is nonexistent. Instead, this case was filed in

order to stall and delay the fcreditors]' efforts to collect on their judgment in the

pending state court case.

183 B.R. at722.

IV. CONCLUSION

For the foregoing reasons, Movants respectfully request that the Court dismiss the instant

Chapter 1 1 cases and award such other and further relief as is just and proper

"/ /, l- ¿t ., 1/ .-;l/1- /", /s/Georse R. Pitts

Scott M. Abeles

Jonathan Link (VSB No. 42951)

Gerard P. Fox

GERaRo Fox Lew P.C.

3050 K Street, N.W., Suite 210

Washington,DC 2001

Telephone : (202) 664-5585

jlink@ ger ard fo x I aw. co m

Counsel for Movants

George R. Pitts (VSB No. 24978)

S¿.Nos ANppnsoN PC

1497 ChainBridge Road

Suite 202

Mclean, VA22101

(703) 893-3600 telephone

(703) 893 -8484 facsirnile

gpitts@ sandsanderson. corn

Counsel for Movants

'' Th" Movants will not fuither address the other Debtors' filings, as they are all paper

companies and, as such, their bankruptcy filings rise and fall with that of GTA. As discussed

above, it appears that A-3's filing was a mistake, since its stated assets exceed its liabilities (and

it is not a named defèndant in the Fraud Action, as are all the other Debtors).

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CERTIFICATE OF SERVICE

I hereby certify that on March 23,2018, a true copy of the foregoing Memorøndum in

Support of Motion to Dismíss Chapter I I Cases was filed with the Clerk of the Court using the

CM/ECF system, which will send a notification of electronic filing (NEF) to all creditors and

parties in interest, including the following:

John P. Fitzgerald, III

Trustee

Kristen E. Burgers

Attorney þr Debtor

/s/Georoe R Pitts

George R. Pitts, VSB #24978

SeNos ANopnsoN PC

1491 Chain Bridge Road, Suite 202

Mclean, VA22I0I

(703) 893-3636 telephone

(703) 893-8484 facsimile

gpitts@sandsanderson. com

Counsel þr Xia Bi, Nian Chen, Yuanyuan Chen,

Qingli Cheng, Ying Cheng, Dongsheng Hu, Jun

Huang, Kui Le, Chunsheng Li, Zhonghuí Li, Lin

Lin, Lan Liu, Ling Liu, Zheng Qin, Meiming Shen,

Yunping Tan, Bixiang Tang, Xiaonan Tang, Chun

Wang, Rui l(ang, Yahong Wang, Yue I4/ang, Jian

Ilu, Lei Yan, Junping Yao, Jin You, Zhen Yu,

Houqian Yu, Nianqing Zhang, Xuemei Zhang,

Huibin Zhao, and Yan Zhao

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