FILED: NEW YORK COUNTY CLERK 04/18/ :19 PM INDEX NO /2016 NYSCEF DOC. NO. 314 RECEIVED NYSCEF: 04/18/2018

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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK Index No.: /2016 Hon. Barry R. Ostrager ORIENT EQUAL INTERNATIONAL GROUP odon Sequence No. 013 LIMITED, MR. WEIBIN HUANG, HUANG AFFIRMATION OF MICHAEL JAMES DONGPO, JAMES WANG (A/K/A LING MALONEY IN SUPPORT OF ORDER WANG), HAITONG INTERNATIONAL TO SHOW CAUSE TO CONSOLIDATE, SECURITIES COMPANY LIMITED and LI OR, IN THE ALTERNATIVE, JOIN FOR WEN HAO, TRIAL MICHAEL JAMES MALONEY, an attorney duly admitted to practice law before the courts of the State of New York, affirms as follows under penalty of perjury: 1. I am a partner at the law firm of CKR LAW LLP ("CKR"). CKR is counsel to plaintiff Lantau Holdings Ltd. ("Plaintiff" or "Lantau") in the above-captioned action. This Affirmation is based on my personal knowledge and my review of the records relating to this action. 2. I submit this Affirmation in support of the Plaintiff's Order to Show Cause to Consolidate, or in the alternative, to Join for Trial the instant action ("Lantau 1") with the related action Lantau Holdings Ltd. v. General Pacific Group Ltd., et al, Index No /2017 ("Lantau 2"), also pending before this Court. 3. Annexed hereto as Exhibit 1, is a true and correct copy of the First Amended Complaint (without voluminous exhibits) in Lantau In Lantau 1, Plaintiff has brought claims against Orient Equal International Group Limited ("OEI") and Huang Dongpo ("Dongpo," together along with defendants Weibin Huang ( / ) 1 1 of 5

2 "Borrowers-Defendants" and Li Wen Hao, the "Borrowers-Defendants") for, inter alia, breach of contract and fraud in connection with two stock repurchase loans by which the Borrower-Defendants provided to Lantau the beneficial ownership and control over - and the right to deal in - approximately 917,000,000 shares of REX1, a company publicly traded on the Hong Kong Stock Exchange (the shares of REX Shares" that are the subject of the repurchase loans are referred to herein as the "Collateral Shares"). 5. In Lantau 1, Plaintiff seeks to, inter alia, enforce its rights under the loan agreements to the Collateral Shares. The Borrower-Defendants dispute Plaintiff's rights to the Collateral Shares. 6. Annexed hereto as Exhibit 2 is a true and correct copy of the Second Amended Complaint (without voluminous exhibits) in Lantau In Lantau 2, Plaintiff has brought claims against General Pacific Group Ltd. Defendants" ("GPG") and SVK Capital Management, Ltd. ("SVK") (the "Lantau 2 Defendants") for unjust enrichment and breach of contract in connection with a contemplated transaction by which Plaintiff would sell the Collateral Shares to GPG and SVK would act as the custodial broker for the sale.2 sale. 8. Plaintiff alleges in Lantau 2 that GPG has unlawfully retained possession of the Collateral Shares without paying for them and, therefore, has been unjustly enriched. Plaintiff requests that the Court order GPG to return the shares or pay for them. GPG disputes Plaintiff's rights to the Collateral Shares or payment therefore. Plaintiff further disputes SVK's claimed right to charge fees against the Collateral Shares. 1 2 Rex Global Entertainment Holdings Limited, a Hong Kong legal entity listed on the Hong Kong Stock Exchange under the stock code 164:HK and now known as China Baoli Technology Holdings Ltd. ("REX"). On February 7, 2018, the Court granted in part and denied in part the motion by GPG to dismiss the Second Amended Complaint in Lantau 2. (See NYSCEF Docket Index No. ("D.I.") 233.) On February 14, 2018, the Court granted in part and denied in part the motion by SVK to dismiss the Second Amended Complaint in Lantau 2. (See D.I. 242.) Plaintiff has moved to reargue and renew those decisions. ( / ) 2 2 of 5

3 9. It is my understanding that fact discovery in both Lantau 1 and Lantau 2 is substantially complete.3 The parties in Lantau 1 are schedule to appear for a status conference on April 24, Trial in Lantau 2 is set for October 22, The Collateral Shares at issue in Lantau 1 are the same Collateral Shares at issue in Lantau 2. Ownership of and rights to the Collateral Shares is disputed in both actions. 11. N.Y. C.P.L.R. 602(a) provides that where actions involve a common question of law or fact, the Court may order that the actions be consolidated or that a joint trial be held "as may tend to avoid unnecessary costs or delay." 12. The Appellate Division, First Department has held that "consolidation [is] proper to avoid unnecessary duplication of trials, save unnecessary costs, and prevent the possibility of injustice arising from divergent decisions based on the same facts...." Phoenix Garden Rest., Inc. v. Chu, 202 A.D.2d 180, , 608 N.Y.S.2d 205 (1st Dep't 1994). "In the absence of demonstrated prejudice to plaintiffs, it was an abuse of discretion to deny consolidation...." Raboy v. McCrory Corp., 210 A.D.2d 145, 147, 621 N.Y.S.2d 14 (1st Dept'1994). 13. Lantau 1 and Lantau 2 should be consolidated because the same facts and questions of law underlie both actions. 14. The essential issues to be determined in both Lantau 1 and Lantau 2 are ownership of the Collateral Shares and whether and what portion of the Collateral Shares may be sold to pay damages. 15. Many of the same witnesses and documents will be offered at trial for both actions. 16. Plaintiff is not aware of any likelihood that the defendants in both actions would suffer any prejudice of a substantial right as a result of consolidation or joint trial. See, e.g., D.I. 132 in Lantau 2. ( / ) 3 3 of 5

4 17. Upon consolidation, Plaintiff requests that the caption be amended as follows: SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK Index No.: /2016 Hon. Barry R. Ostrager ORIENT EQUAL INTERNATIONAL GROUP LIMITED, MR. WEIBIN HUANG, HUANG DONGPO,, JAMES WANG (A/K/A LING WANG), HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED and LI WEN HAO, Plaintiff GENERAL PACIFIC GROUP LTD., SVK CAPITAL MANAGEMENT, LTD, and JOHN DOES 1 through 30, Defendants GENERAL PACIFIC GROUP LTD., Defendant, and LANTAU HOLDINGS LLC and ROBERT P. MARINO, ( / ) 4 4 of 5

5 Additional 18. On April 16, 2018, I advised counsel for the Borrower-Defendants, GPG, and SVK of Plaintiff's desire to consolidate. I am advised that GPG and SVK object to consolidation. I have not yet received a response from the Borrower- 19. No previous application for the relief herein prayed for has been made. WHEREFORE, Plaintiff respectfully requests that the Court enter an Order consolidating the instant action (Index No /2016) with Lantau Holdings Ltd. v. General Pacific Group Ltd., et al, Index No /2017, also pending in this Court, and amending the caption as set forth herein, or, in the alternative, setting both actions for a joint trial to commence on October 22, 2018, and for such other and further relief as the Court may deem just and proper. Dated: New York, New York April 18, 2018 /s/ Michael James Maloney Michael James Maloney ( / ) 5 5 of 5