Judge James C. Chalfant, Case Number: 23STCV13341, Date: 2023-08-08 Tentative Ruling

Pursuant to Corporation Code section 709 (“section 709”), Plaintiff Shino Jin (“Shino”) seeks to invalidate the October 25, 2021 shareholder vote of Starbridge Group Corp. (“Starbridge Group”) that occurred after a stock transfer between Defendant Jie Yan (“Yan”) and Shengjing Lu (“Lu”), and also to confirm that Shino is the majority shareholder of Starbridge Group.

The court has read and considered the moving papers, opposition, and reply, and renders the following tentative decision.

Plaintiff Shino filed the Complaint against Defendant Yan on June 9, 2023, alleging a section 709 claim for determination of the validity of an October 25, 2021 shareholder vote appointing Yan as the sole director of Starbridge Group. The unverified Complaint alleges in pertinent part as follows.

Starbridge Group has a substantial interest in the Ontario Airport Hotel and Conference Center (“Ontario Hotel” or “Hotel”), a large hotel in Ontario, California. Shino is Starbridge Group’s majority shareholder with an 86.2% ownership. Yan asserts that she is Starbridge Group’s sole owner.

In 2012, the owners of Ontario Hotel ran into financial problems and Wells Fargo scheduled a foreclosure sale. Shino and her husband Jianhua Jin (“Jianhua”) recruited Lu, who is a relative, to inspect the Hotel and finance the purchase if he chose to do so.

Jianhua formed Starbridge Investment, LLC (“Starbridge LLC”) to acquire title to the Ontario Hotel. The three members of Starbridge LLC are Starbridge Group, Morgan Holding Group, Inc. (“Morgan”), and Lancer Solution Corp (“Lancer”). Of the three members, Starbridge Group alone funded the purchase of the Ontario Hotel in exchange for a 60% interest in Starbridge LLC. Starbridge Group’s ownership would be based on the respective capital contributions of its owners. Morgan and Lancer would each have a 20% interest in Starbridge LLC.

On November 2, 2012, Shino created the investment company, American Asset Management Group Inc. (“AAMG”). AAMG then wired $10.9 million to Starbridge LLC. On December 27, 2012, Shino used Velocity Investment Group, Inc. (“Velocity”) to contribute another $3,999,970. In total, Shino contributed $14,899,970 for the purchase of Starbridge LLC. Lu only contributed $5,999,993 to Starbridge LLC, but he said that he could repay Shino’s $14,899,970 contribution over time. Therefore, documentation was prepared listing Lu as the sole owner of Starbridge Group.

In late 2013, Lu told Shino that he could not fund the entire purchase of the Ontario Hotel. On December 2, 2013, Shino and Lu entered into a shareholder agreement (“Shareholder Agreement”) whereby Shino would own 70% of the shares of Starbridge Group and Lu would own 30%. Stock certificates for these interests were not issued.

As the majority shareholder under the Shareholder Agreement, Shino would have the right to unilaterally appoint any officer of Starbridge Group. Shino appointed Jianhua to Starbridge Group’s officer positions.

Pursuant to the Shareholder Agreement, either Starbridge Group shareholder could seek a return of capital in exchange for a proportional reduction of that shareholder’s interest. If the shareholders ever were required to contribute additional capital to cover operations of the Ontario Hotel, the Shareholder Agreement divided those costs in proportion to each shareholder’s share of Starbridge Group. No transfer of shares could occur without consent from the other shareholder, and that shareholder would have a right of first refusal.

On August 25, 2014, Shino agreed to accommodate Lu’s request for a $3 million return of capital. To process the return, Starbridge LLC passed a resolution on August 26, 2014 to return $3 million in capital to Starbridge Group. Starbridge Group then wired this money to Lu. This return halved Lu’s 30% ownership interest in Starbridge Group to 15%.

Between 2016 and 2023, Shino and her backers contributed an additional $2.6 million to Starbridge Group via Starbridge LLC and Lu did not contribute anything. This further reduced Lu’s ownership interest in Starbridge Group to 13.2%.

Yan now asserts that Lu sold her 100% of Starbridge Group on October 11, 2021. She also asserts that on October 25, 3021 she used this supposed 100% interest to vote herself as the sole director of Starbridge Group.

Any understanding that Lu ever held 100% of Starbridge Group assumed that Lu would contribute 100% of Starbridge Group’s capital. He did not do so and only held a 13.2% interest. In any case, a sale from Lu to Yan would have violated the Shareholder Agreement because Lu never offered the shares to Shino per her right of first refusal.

Shino held an 86.5% interest in Starbridge Group as of the purported election on October 25, 2021. She did not vote to elect Yan to any position in Starbridge Group, let alone as the sole director.

The timing of Yan’s actions is detrimental to ongoing efforts to rebrand the Ontario Hotel from a Hilton to a Crowne Plaza, which would improve its value. Shino seeks an expedited hearing on the validity of Yan’s purported election as director of Starbridge Group, an order that permanently removes her as director, general damages, prejudgment interest, and attorney’s fees and costs.

On June 13, 2023, Department 12 (Hon. Barbara Meiers) transferred the case to Department 1 (Hon. Michelle Williams Court) for reassignment. On June 14, 2023, Department 1 reassigned the case to this department.

On June 16, 2023, Shino served Yan with the Complaint and Summons by substitute service, effective June 26, 2023.

On June 23, 2023, Yan filed and served a brief and supporting papers in connection with a trial setting conference set for June 27, 2023. At the conference, the court ruled that it would treat Yan’s papers as a motion to stay the section 709 proceeding pending an arbitration between the parties in another case. On July 25, 2023, the court denied Shino’s ex parte application to file a sur-reply to Yan’s motion to stay this proceeding pending arbitration.

On August 8, 2023, the court denied Yan’s motion to stay this proceeding pending arbitration.

Upon the filing of an action by any shareholder or by any person who claims to have been denied the right to vote, the superior court of the proper county shall try and determine the validity of any election or appointment of any director of any domestic corporation. §709(a).

Upon the filing of the complaint, and before any further proceedings are had, the court shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed. §709(b). The order shall also require notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed, in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as appear to be proper under the circumstances. §709(b).

The court may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity, effectiveness and construction of voting agreements and voting trusts, the validity of the issuance of shares and the right of persons to vote and may direct such other relief as may be just and proper. §709(c).

Jianhua is from Fuzhou China. Jianhau Decl., ¶2. He and Shino met in Japan at Okinawa University and married in 2002. Jianhau Decl., ¶2. In Japan, Jianhau worked at a Japanese language school. Jianhau Decl., ¶4. In China, he worked in education. Jianhau Decl., ¶4.

Shino is from Okinawa, Japan. Shino Decl., ¶2. She met Jianhua in Japan. Shino Decl., ¶2. Since her marriage, she splits her time between homes in Fuzhou, China, Rowland Heights, California, and Okinawa, Japan. Shino Decl., ¶2. In China, she assisted Jianhau in his education-related businesses operating secondary schools in Fujian province. Shino Decl., ¶3.

Yan is a member of WWL Holdings, LLC (“WWL”) and has access to its accounts. Sargent Decl., Ex. 2 (Yan Depo.), p. 71. WWL’s 2023 Statement of Information lists Yan as WWL’s CEO and manager. RJN Ex. J. Yan thinks she is a signatory on one of WWL’s bank accounts. Ex. 2 (Yan Depo.), p. 72. Mingzhe Li and WWL share the same address. Ackerman Decl., ¶29, Ex. 6.[3]

Chuan Dong and his wife Bo Chen are a married couple, and Chuan Dong may own the Fu Bang Group Corp. (“Fu Bang”). Sargent Decl., Ex .2 (Yan Depo.), p. 127. See RJN Ex. B. From the mid-2000s through at least 2021, Bo Chen sometimes contacted Jianhua for advice about various business endeavors. Jianhua Decl., ¶22, Ex. I.

Yan’s husband, Ray Cai, has been Jianhua’s realtor since 2013 when Jianhua bought his first house. Jianhua Decl., ¶21. On September 21, 2021, Ray Cai and Jianhua discussed via WeChat an offer to buy a house that Jianhua owned. Jianhua Decl., ¶21, Ex. H. Yan testified that she does not know Ray Cai’s current whereabouts. Sargent Decl., Ex. 2 (Yan Depo.), pp. 143-44.

Lu and Jianhua share an extended family, including Paksu Chan. Jianhua Decl., ¶23. In April 2020, in response to the COVID-19 pandemic, Lu sent his son to live with Jianhua until he returned to school in August 2021. Jianhua Decl., ¶23. Lu and Jianhua contacted each other through WeChat during this time. Jianhua Decl., ¶23, Ex. J. Lu has faced many legal problems in China and has been imprisoned there since January 2022, which prevents him from leaving the country. Jianhua Decl., ¶23.

A complaint filed in December 2019 in Lee alleged breach of a guaranty and false promises by Ray Cai and Yan. RJN Ex. E. The complaint alleged that they induced the plaintiff to loan them $450,000 pursuant to a note they never intended to repay. RJN Ex. E. Pursuant to an amended default judgment in January 2022, Ray Cai, Yan, and five other defendants owe the plaintiff $508,309.18. RJN Exs. C-D.

A complaint filed in October 2021 in Lu alleged breach of fiduciary duty and fraud against Fu Bang, Chuan Ding, and Bo Chen. RJN Ex. B. Pursuant to a 2023 default judgment, they and their co-defendants owe $5.83 million in damages. RJN Ex. A.

In 2011, Jianhua became interested in investing in U.S. real estate. Jianhua Decl., ¶6. In 2012, he learned the Ontario Hotel was for sale and used Velocity as his agent to purchase it. Jianhua Decl., ¶¶ 7-8.

Jianhua and his wife Shino determined that they needed $18.5 million to buy the Ontario Hotel out of foreclosure. Shino Decl., ¶4. Shino, Jianhua, and Lu reached an agreement in which Lu agreed to cover all $20 million of the capitalization costs, conditioning his investment on his in-person determination that he liked the Hotel. Shino Decl., ¶¶ 4-5. Lu agreed to provide $6 million until he saw and approved the Hotel. Shino Decl., ¶5.

Shino formed AAMG to provide her share of the funding. Shino Decl., ¶5. She is its CEO and sole shareholder, and AAMG has never received funding from Lu. Shino Decl., ¶5.

On December 6, 2012, Jianhua formed Starbridge LLC to hold title to the Ontario Hotel. Jianhua Decl., ¶9. AAMG paid $10.9 million into Starbridge LLC, while Lu paid slightly under $6 million. Shino Decl., ¶6; Jianhua Decl., ¶9.

The purchase of the Ontario Hotel closed on December 27, 2012 for a price of $18.5 million. Jianhua Decl., ¶10. Starbridge LLC paid $14.5 million of this price, and Jianhua wired the remaining $4 million into the escrow on Velocity’s behalf. Jianhua Decl., ¶10. With the seller’s approval, Velocity assigned the right to purchase the Hotel to Starbridge LLC and title was held in Starbridge LLC’s name. Jianhua Decl., ¶10.

In March 2013, Starbridge Group was founded to fund the Ontario Hotel’s purchase and operations. Shino Decl., ¶7; Jianhua Decl., ¶11. While AAMG had put up most of the money, it was understood that Lu would buy Shino out consistent with his promise to fully fund Starbridge Group’s capitalization. Shino Decl., ¶7.

Sometime in 2013, Lancer and Morgan were also founded as Starbridge LLC members. Jianhua Decl., ¶11. Jianhua owns Morgan, and his niece Mingling Chen owns Lancer. Jianhua Decl., ¶11. Shino appointed Jianhua and Morgan to manage Starbridge LLC and the Ontario Hotel. Shino Decl., ¶12; Jianhua Decl., ¶11. Jianhua has managed the Hotel ever since. Jianhua Decl., ¶24.

In October 2013, Lu visited the Ontario Hotel and liked it. Shino Decl., ¶8. He agreed to honor his commitment to repay Shino’s share of the purchase funding by wire shortly thereafter. Shino Decl., ¶8. While Lu was in California, documents were drawn up and signed to reflect this affirmation. Jianhau Decl., ¶12. This included a Property Rights Affirmation Agreement (“Affirmation Agreement”) dated October 30, 2013, which reflected Lu’s intent to honor his commitment to repay the purchase price. Jianhua Decl., ¶12.

On November 2013, Lu announced he could not repay the money owed. Jianhua Decl., ¶12; Shino Decl., ¶9. At the time, the capitalization split of the purchase price was roughly 70% Shino, 30% Lu. Shino Decl., ¶9. While Lu’s refusal was disappointing, it was easy to adjust the business deal to reflect reality. Shino Decl., ¶9. They agreed to split Starbridge Group’s ownership accordingly, with 70% valued at $14 million to AAMG and 30% valued at $6 million to Lu through his company, Starry Palace Limited (“Starry”). Shino Decl., ¶9. An attorney in China drew up the Shareholder Agreement which Lu signed in December 2013. Shino Decl., ¶9, Ex. A.

The Shareholder Agreement sets forth the $14 million/$6 million ownership of Starbridge Group by Shino and Starry. Ex. A. The Shareholder Agreement provides that if either shareholder fails to invest additional funds when needed based on ownership percentage or asks for a return of a portion of his or her investment, their shares would be recalculated to reflect each party’s investment. Ex. A. According to economic analyst Alan Goedde (“Goedde”), this is consistent with the typical practice where capital contributions correspond to equity interests. Goedde Decl., ¶¶ 4, 10, Ex. 1.

The Shareholder Agreement further provides that neither shareholder could dispose of any shares or sell any substantial interest in AAMG or Starry to a third party except with the consent of all shareholders or otherwise in compliance with the Shareholder Agreement. Ex. A. Any other transfer would have no effect. Ex. A. If either shareholder wished to transfer such shares or interest to a third party, including another shareholder, the seller must give notice of the price and terms of the transfer to the other shareholder. Ex. A. The other shareholder could then acquire the relevant shares from the selling shareholder on the same terms as the offer within three days of receipt of notice. Ex. A. The Shareholder Agreement supersedes any prior written or verbal agreement between the parties. Shino Decl., ¶9, Ex. A.

In 2014, Lu requested the return of $3 million of his investment in the Ontario Hotel. Jianhua Decl., ¶13; Shino Decl., ¶10. This required money to go from Starbridge LLC to Starbridge Group and then to Lu. Jianhua Decl., ¶13. Because Starbridge LLC’s operating agreement did not expressly authorize the return of an investment, on August 22, 2014, Jianhua executed a Starbridge LLC resolution authorizing the return. Jianhua Decl., ¶13, Ex. C. On August 25, 2014, Shino and Lu signed Starbridge Group meeting minutes authorizing the return. Shino Decl., ¶10, Ex. B.

Jianhua wired the $3 million return out of Starbridge LLC’s account the next day. Jianhua Decl., ¶14, Ex. E. He also executed a Starbridge LLC resolution that reduced Starbridge Group’s shareholding therein from 60% to 45.67%, increased Lancer’s holding from 30% to 40.75%, and increased Morgan’s holding from 10% to 13.58%. Jianhua Decl., ¶14, Ex. D.

According to Goedde, this return of capital reduced Lu’s (Starry’s) share of Starbridge Group from 30% to 15%. Goedde Decl., ¶11, Ex. 3. This also increased Shino’s (AAMG’s) share from 70% to 85%. Goedde Decl., ¶22, Ex. 3.

From 2016 through April 2023, Shino and persons and entities related to her put more than $2.5 million of additional funding into the Hotel. Shino Decl., ¶11. Lu has never invested any additional funds in the Hotel. Shino Decl., ¶11. According to Goedde, Shino’s additional funding reduced Lu’s share in Starbridge Group by 1.8% to 13.2%. Goedde Decl., ¶11, Ex. 3.

On November 17, 2021, Yan asked Lu in “WeChat” text messages about Shino’s assertions that $3 million had been returned to Lu reducing his ownership in Starbridge Group. Sargent Decl., ¶4, Ex. 3, p. 6561. Lu admitted that he received $3 million but stated that it was not for selling shares. Sargent Decl., ¶4, Ex. 3, p. 6565.

On January 14, 2016, Jianhua and Shino signed personal guaranties for a licensing agreement with InterContinental Hotels Group (“IHG License”) by which the Hotel would be able to use the Crowne Plaza name. Shino Decl., ¶13; Jianhua Decl., ¶16, Ex. F. To finance the renovations required by the IHG License, Jianhua and Shino signed personal guaranties for a $15 million construction loan from Cathay Bank to Starbridge LLC. Shino Decl., ¶13; Jianhua Decl., ¶17. Shino only signed her guaranty because she believed she was Starbridge Group’s majority shareholder. Shino Decl., ¶13; Jianhua Decl., ¶17.

Through this litigation, Jianhua has discovered that some of the documents he signed and submitted for the IHG License and the Cathay Bank loan include incorrect statements about Starbridge Group’s interest in Starbridge LLC and Lu’s interest in Starbridge Group. Jianhua Decl., ¶18. Jianhua’s English skills are limited, and he relied on other to translate the documents for him. Jianhua Decl., ¶18. He also paid less attention to the ownership provisions of the documents because all Starbridge LLC owners at the time were trusted extended family members. Jianhua Decl., ¶18. On June 21, 2023, Jianhua provided Cathay Bank with corrected documents for the Cathay Bank loan in his capacity as Starbridge LLC’s CEO. Jianhua Decl., ¶19, Ex. G.

The Ontario Hotel’s occupancy rate and revenue increased every year from 2014 to 2019, after which the COVID-19 pandemic hit. Jianhua Decl., ¶24; Sargent Decl., ¶2, Ex. 1. As of June 15, 2021, Easley & Associates appraised the value of the Ontario Hotel as $22 million “as is” and between $30.5 and $34.9 million for the prospective fee simple market value upon stabilization. Sargent Decl., ¶2, Ex. 1. As of July 28, 2021, the outstanding principal on the two notes underlying the Cathay Bank loan is $5,695,673.31 and $1,820,283.59. Sargent Decl., ¶5, Ex. 4. After subtracting the outstanding loan balance from the as-is value, the net equity of the Ontario Hotel was over $14 million. Ackerman Decl., ¶17.

In March 2021, Shino and Lu signed a corporate resolution for Starbridge Group, the Authorizing Resolutions of the Sole Director and the Stockholder of Starbridge Group Corp (“2021 Authorizing Resolution”). Shino Decl., ¶15.

Yan testified that Ray Cai first referred her to Bo Chen in August 2021, but Yan did not think that Ray Cai had known Bo Chen for long before that date. Sergent Decl, ¶3, Ex. 2 (Yan Depo.), pp. 27-28.

Bo Chen then referred Lu to Yan. Ex. 2 (Yan Depo.), p. 28). Bo Chen told Yan that Lu owned the Ontario Hotel and was interested in selling it. Ex. 2 (Yan Depo.), pp. 28-29, 158. Lu never provided Yan payment records, communications, or other proof of his capital contributions to the Ontario Hotel. Ex. 2 (Yan Depo.), pp. 37, 39, 41-42.

Yan is a member and CEO of USA BAK Manufacturing (“USA BAK”). Ex. 2 (Yan Depo.), p. 68; Sargent Decl., ¶7, Ex. 6. Mingzhe Li, a USA BAK owner, made an offer for the Ontario Hotel. Ex. 2 (Yan Depo.), pp. 68, 159). In September 2021, Lu and USA BAK executed a Purchase and Sale Agreement (“BAK Sale Agreement”) whereby BAK agreed to pay $20 million for the Ontario Hotel, which the recitals said Lu owned. Sargent Decl., ¶6, Ex. 5.

In her deposition, escrow officer Lyla Damiani (“Lyla”) confirmed that she learned about the Cathay Bank loan in March 2019. Sargent Decl., ¶8, Ex. 7 (Lyla Depo.), p. 38. She found the operating agreement odd because it was signed by only Jianhua. In her experience, operating agreements are signed by all members. Ex. 7 (Lyla Depo.), p. 39. She also could not tell the outstanding balance from the face of the deed of trust. Ex. 7 (Lyla Depo.), p. 39.

The Hotel purchase under the BAK Sale Agreement did not close. Lyla testified that she could not verify if Lu had the authority to sell the Ontario Hotel. Ex. 7, (Lyla Depo.), p. 45. Yan testified that Lyla told her that Jianhua failed to send necessary documentation on Lu’s behalf. Ex. 2 (Yan Depo.), pp. 161-62. Lu told Yan he kept asking Jianhua to send that paperwork to no avail. Ex. 2 (Yan Depo.), pp. 162-63.

On October 11, 2021, Lu and Yan executed a Stock Purchase Agreement in which Lu sold Yan Starry’s shares in Starbridge Group for $2 million. Sargent Decl., ¶9, Ex. 8. Shino never consented to this purchase. Shino Decl., ¶17.

According to Certified Public Accountant (“CPA”) Ackerman, Yan did not perform due diligence before entering into the Stock Purchase Agreement. She did not know the outstanding balance of Starbridge LLC’s $15 million construction loan and did not review any financial information for the Hotel. Ackerman Decl., ¶¶ 2, 17, Ex. 1. Yan did not ask about the profitability of the Ontario Hotel or its tax returns until November 17, 2021, when she did so on WeChat. Ackerman Decl., ¶17, n.14; Sargent Decl., ¶4, Ex. 3, pp. 60-61.

According to Ackerman, the $2 million purchase price was far below the market value of Starry’s shares. Ackerman Decl., ¶¶ 2, 6, 28, Ex. 1. Because the as-is value of the Ontario Hotel was $22 million and the actual debt from the Cathay Bank loan was about $7.5 million, the net equity in the Ontario Hotel was over $14 million. Ackerman Decl., ¶17. Starbridge Group’s 60% interest was therefore valued at about $8,690,426, and the $2 million purchase price is less than 25% of this value. Ackerman Decl., ¶17. Such a steep discount is an indication that the transaction was not arm length and an indicator of fraud. Ackerman Decl., ¶18.

An addendum to the Stock Purchase Agreement required Yan to wire the $2 million payment to Fu Bang, which Chuan Dong owns, for the purchase of Starry’s stock in Starbridge Group. Sargent Decl., ¶9, Ex. 8. Yan explained that wiring to China is “kind of difficult” and Yu has an associate with Fu Bang. Sergent Decl., Ex. 2 (Yan Depo.), p. 127. Accordingly, Lu asked Yan to wire $2 million to Fu Bang. Ex. 2 (Yan Depo.), p. 62.

On October 12, 2021, Fu Bang recorded a deed of trust (“DOT”) in Mingzhe Li’s favor as trustee and beneficiary for a parcel of property to secure payment of a $2 million note with interest. RJN Ex. O.

On October 14, 2021, Li submitted a $2 million wire transfer to Fu Bang. Sargent Decl., ¶10, Ex. 9. Lu confirmed receipt of the $2 million, but Yan did not know what happened to the money. Ex. 2 (Yan Depo.), pp. 62-64, 128.

Fu Bang’s bank statements show it received $2 million on October 15, 2021, and distributed $1,906,100 within one week. Sargent Decl., ¶12, Ex. 11. The bank statements show that $726,100 to WWL and $1,000,000 to Yan’s husband’s ex-wife, Lishan Huang (“Huang”). Ackerman Decl., ¶28, Exs. 4-6. Ackerman opined that a transaction that returns parties to substantially the same economic position from they started is an indication of fraud. Ackerman Decl., ¶30.

Mingzhe Li testified that he lent Yan $2 million for the Starbridge Group shares that she bought from Lu. Sargent Decl., ¶11, Ex. 10 (Mingzhe Li Depo.), pp. 55-56. There were no documents for the loan because he trusts Yan, who is his partner. Ex. 10 (Mingzhe Li Depo.), p. 54-55). At Yan’s request, Mingzhe Li loaned $2 million, and Fu Ban received it. Ex. 10 (Mingzhe Li Depo.), p. 78). This was done at Lu’s request in case Jianhua did not cooperate with the transfer of shares. Ex.10 (Mingzhe Li Depo.), p. 79. Fu Bang recorded the DOT to secure the loan. Ex. 10 (Mingzhe Li Depo.), p. 79. Fu Bang did not repay the loan. Ex. 10 (Mingzhe Li Depo.), p. 79).

Ackerman opined that the DOT is evidence that the $2 million was a loan from Mingzhe Li to Fu Bang, not proceeds from the sale of stock. Ackerman Decl., ¶31.

On October 15, 2021, Yan and Lu signed an action by unanimous consent of Starbridge Group’s shareholders authorizing the transfer of Starry’s shares in Starbridge Group from Lu to Yan. Sargent Decl., ¶7, Ex. 8. The action also elected Yan as Starbridge Group’s only director, CEO, CFO, Vice President, and Secretary. Sargent Decl., ¶7, Ex. 8.

Also on October 15, 2021, Lu called for a meeting on October 25, 2021 to remove Morgan as Starbridge Group’s proxy and elect Yi Pan (“Pan”) as manager. Sargent Decl., ¶7, Ex. 8.

Shino never received notice of this shareholder meeting. Shino Decl., ¶17. Shino has sole authority over the appointment of a Starbridge Group director, and she never appointed Yan. Shino Decl., ¶17.

Jianhua and Lu are remote relatives, although not by blood. Holder Decl., Ex. 1 (Jianhua Depo.), p. 72. Lu is considered family under Fujian traditions. Ex. 1 (Jianhua Depo.), p. 72.

Rongji Chen[4] (“Rongji”) is Jianhua’s relative; Jianhua’s cousin’s husband is Rongji’s wife’s brother. Ex. 1 (Jianhua Depo.), p. 61. Rongji’s family invests in real estate in China. Ex. 1 (Jianhua Depo.), p. 61.

Lu was arrested in China in early 2022 and cannot leave China or receive contact from anyone other than his attorney in the U.S. Bo Chen Decl., ¶19; Ex. 1 (Jianhua Depo.), p. 73-74. The same is true for Rongji and Bo Chen’s brother, Chen Chi Mo. Bo Chen Decl., ¶19; Ex. 1 (Jianhua Depo.), pp. 74-75. This detention is not imprisonment, but it makes both Lu and Rongji unavailable to communicate or act as witnesses. Bo Chen Decl., ¶19.

Bo Chen is a friend of Jianhua and has known him for over 20 years, including in China before he came to the U.S. Bo Chen Decl., ¶¶ 2, 6, 16. She also has known Rongji for four to five years, and they have worked together on business transactions. Bo Chen Decl., ¶3. Rondji is an older man with a long career as a wealthy and well-respected businessman in China, and formerly a practicing doctor. Bo Chen Decl., ¶3. By reputation, Rondji was the richest man in Fujian Province, China. Bo Chen Decl., ¶3.

At the time of Lee, Yan entrusted Ray Cai to appropriately handle legal disputes concerning his conduct as part of the business. Yan Decl., ¶13. No one has tried to enforce the default judgment against Yan, and she denies any of the wrongdoing alleged in the complaint. Yan Decl., ¶13.

A complaint filed on April 10, 2019 accused Jianhua of wage theft and pervasive sexual harassment at a karaoke bar he owned. Holder Decl., ¶28, Ex. 42. A separate complaint in September 2019 accused him of fraud in a real estate transaction. Holder Decl., ¶29. The case has been compelled to arbitration. Holder Decl., ¶29.

AAMG’s bank records show that $8.5 million was wired into its account from Asia on December 11 and 12, 2012. Holder Decl., ¶27, Ex. 39. Another $2.5 million was wired in on December 14, 2012. Another $4.1 million for the Hotel purchase came from an account labeled “Pt. VicValuta.” Ex. 39.

Starbridge LLC’s account shows $7 million from AAMG on December 13,2012, $3.5 million from AAMG on December 20, 2012, and $6 million from a Pt. VicValuta account as well as a Skylight Holdings Limited account. Holder Decl., ¶27, Ex. 41. Shino has asserted in her Complaint that money from Pt. VicValuta Skylight Holdings came from Lu. Holder Decl., ¶27.

Jianhua testified that when he looked at the Ontario Hotel, he had about $20 million account to invest. Ex. 1 (Jianhua Depo.), pp. 30-31. Th money was in a China bank account, but he could not remember the bank’s name. Ex. 1 (Jianhua Depo.), pp. 31. It was his money, but in his wife’s name. Ex. 1 (Jianhua Depo.), p. 31. Shino testified that the money used to buy the Hotel was hers: she “earned those monies.” Ex. 2 (Shino Depo.), p. 56.

Jianhua formed AAMG in November 2012 to invest in business deals in the U.S., but it has had no deals outside of the Ontario Hotel. Ex. 1 (Jianhua Depo.), p. 60. AAMG has never had any revenue or assets, and it has never filed a tax return. Ex. 1 (Jianhua Depo.), p. 61. It only exists to represent Shino’s investments. Ex. 1 (Jianhua Depo.), p. 61.

Jianhua testified that the $10.9 million AAMG used to purchase the Ontario Hotel had only been in AAMG’s account for a few days. Ex. 1 (Jianhua Depo.), p. 56; Holder Decl., Ex. 39. Shino wired the money into the AAMG account from multiple accounts in China. Ex. 1 (Jianhua Depo.), pp. 56-57. He did not think he had the bank documents showing the source from China because the Chinese bankers kept those documents, only held them for three years, and the accounts are now closed. Ex. 1 (Jianhua Depo.), pp. 56-57. Shino testified that she could not find records for the source of funds because employees and office locations have changed several times in the last 11 years. Ex. 2 (Shino Depo.), p. 57.

Around June 2021, Rongji reached out to Bo Chen through another person to help sell the Ontario Hotel. Bo Chen Decl., ¶2. Rongji told Bo Chen that he financed the purchase of the Ontario Hotel in 2012 and that he had Lu take title thereof on his behalf. Bo Chen Decl., ¶4. Because both Rongji and Lu lived in China, they agreed to have Jianhua facilitate the purchase in exchange for 10% of the profits. Bo Chen Decl., ¶4. This is a common practice for wealthy individuals in China, but it relies on a great deal of trust. Bo Chen Decl., ¶4. Rongjii was upset because he had invested the money almost ten years earlier and Jianhua had not sent Rongji any profits. Bo Chen Decl., ¶5. Rongji no longer wanted to own the Ontario Hotel. Bo Chen Decl., ¶5. He wanted Bo Chen’s assistance because she was in the U.S. and knew Jianhua. Bo Chen Decl., ¶6.

Bo Chen has reason to doubt that Jianhua and Shino provided the money to purchase the Ontario Hotel. Bo Chen Decl., ¶16. When they were in China, Jianhua was working in education training and his wife was teaching Japanese. Bo Chen Decl., ¶16. He complained about failed businesses and shut-down projects. Bo Chen Decl., ¶16. When Jianhua came to the U.S., he had limited means, lived in a modest home, and met clients in fancy hotels to create a nicer impression. Bo Chen Decl., ¶18. At an unstated date, he became interested in Bo Chen’s $50 million project called Dos Lagos. Bo Chen Decl., ¶17. Jianhua said he could only afford to invest $100,000. Bo Chen Decl., ¶17. Shortly after he made the investment, Jianhua asked for its return. Bo Chen Decl., ¶17.

Jianhua has been solely responsible for running the operations of both Starbridge LLC and Starbridge Group since their creation, though he has delegated some of the duties. Ex. 1 (Jianhua Depo.), p. 103. Shino testified that she does not know the specifics of the Starbridge LLC, the Ontario Hotel, or any other American company, and has left their management to Jianhua. Ex. 2 (Shino Depo.), pp. 31, 34-36.

On October 30, 2013, Jianhua as Director of Black King Global Investment Group (“Black King”), and Lu as Starry’s Director, executed the Affirmation Agreement. Holder Decl., ¶10, Ex. 18. The Affirmation Agreement stated that Starbridge LLC had been formed by Black King’s wholly owned subsidiary Morgan, Starry’s wholly owned subsidiary Starbridge Group, and Lancer. Holder Decl., ¶10, Ex. 18. Of the three members, Starbridge Group alone funded the purchase of the Ontario Hotel in exchange for a 60% interest in Starbridge LLC. Holder Decl., ¶10, Ex. 18. Lancer owned a 30% interest in Starbridge LLC, and Morgan owned a 10% interest. Holder Decl., ¶10, Ex. 18. The Affirmation Agreement does not mention a promise by Starry or Lu to repay Shino (or Jianhau) $10 million for purchase of the Ontario Hotel. Holder Decl., ¶10, Ex. 18.

Also on October 30, 2013, Lu and Jianhua signed a Corporate Resolution of Starbridge Group which consisted of three resolutions. Holder Decl., ¶11, Ex. 19. The second resolution affirmed that Lu owned 100% of Starry, which in turn owned 100% of Starbridge Group. Holder Decl., ¶11, Ex. 19. Jianhua testified that this resolution is authentic. Ex. 1 (Jianhua Depo.), pp. 123-24.

Jianhua also testified that a 2013 stock certificate showing that Starry holds 1,000 shares of Starbridge Group is authentic. Ex. 1 (Jianhua Depo.), p. 110; Holder Decl., Ex. 11. Jianhua nonetheless testified that Starbridge Group has 25,000 shares. Ex. 1 (Jianhua Depo.), p. 110.

Starbridge Group’s tax return for December 2012 to September 2013 identifies Starry as the owner of 100% of its voting stock. Holder Decl., Ex. 13. Starbridge Group’s 2013 Articles of Incorporation filed with the State of Nevada only authorize the issuance of 1,000 shares. Holder Decl., Ex. 7. In a June 21, 2023 closing certificate for the Cathay Bank loan, Jianhua on behalf of Starbridge Group confirmed that its the Articles of Incorporation have not changed. Holder Decl., Ex. 8. Filings with the Nevada Secretary of State also confirm only 1000 shares were issued through September 12, 2023. Holder Decl., Ex. 14.[5]

Starbridge Group’s filings with the California Secretary of State list Jianhua for all officer positions. Holder Decl., Exs. 4-6. The company’s filings with the Nevada Secretary of State listed Jianhua for all officer positions until October 27, 2021, when Yan was listed for all officer positions. Holder Decl., Ex. 3. The company’s March 3, 2022 filing reverted every officer position to Jianhua. Holder Decl., Ex. 3. Shino has never been listed as an officer, and the Nevada filings only show her as a director beginning March 3, 2022. Holder Decl., ¶4(e), Ex. 3.

Starbridge LLC’s K-1 from 2014 to 2022 lists Starbridge Group as the member manager, with Morgan and Lancer as limited or domestic partners. Holder Decl., ¶24, Ex. 35. Until 2020, the K-1s also showed that Starbridge Group held 60% of Starbridge LLC. Holder Decl., ¶24, Ex. 35.

On November 27, 2012 AAMG and Velocity executed an Agreement to Assign Agreement of Purchase and Sale in which Velocity assigned to AAMG its right to purchase the Ontario Hotel for $18.5 million, with a $100,000 commission to Jianhua, an $850,000 commission to China International Education Group Co. Limited (“China International”), and a $250,000 commission to Fujian Morgan Network Technology Co. (“Fujian”). Holder Decl., ¶20, Ex. 31.

Shino confirmed that she and Jianhua own both Fujian and China International. Ex. 2 (Shino Depo.), pp 63-65. AAMG and Velocity also executed a Commission, Confidentiality, and Non-Disclosure Agreement whereby Morgan would receive a $150,000 commission once the sale of the Ontario Hotel to “Starbridge” closed. Holder Decl., ¶21, Ex. 32.

On March 29, 2013, Morgan, Starbridge Group, and Lancer signed a Member Management Services Agreement. Holder Decl., ¶22, Ex. 33. As Hotel manager, Morgan would be paid $30,000 per month to manage Starbridge LLC with a 3% increase annually. Holder Decl., ¶22, Ex. 33.

A company named “Mr. J” has provided the Ontario Hotel’s food and beverages since 2015 or 2016. Ex. 1 (Jianhua Depo.), p. 195. Shino owns Mr. J. Ex. 1 (Jianhua Depo.), p. 195. Platinum Coast Management (“Platinum”), which Jianhua and Meng Zhang (“Zhang”) once co-owned, has always managed the Ontario Hotel for 3% of the gross revenue. Ex. 1 (Jianhua Depo.), pp. 190-91. Jianhua’s annual salary from Platinum is less than $100,000. Ex. 1 (Jianhua Depo.), p. 193.

In 2016, Jianhua had the Ontario Hotel’s general manager negotiate the IHG License for use of the Crowne Plaza name. Ex. 1 (Jianhua Depo.), pp. 164-66; Holder Decl., ¶12, Ex. 20. The IHG License asked Jianhua to list the equity interests in Starbridge LLC. Holder Decl., ¶12, Ex. 20. He identified Starbridge Group as 60% owner of Starbridge LLC, Starry as 100% owner of the Starbridge Group, and Lu as 100% owner of Starry. Holder Decl., ¶ 12, Ex. 20.

In 2019, the law firm of Cox, Castle & Nicholson (“Cox”) represented Jianhua when he secured the Cathay Bank loan for Starbridge LLC and signed a personal guaranty. Ex. 1 (Jianhua Depo.), p. 134; Holder Decl., ¶13, Exs. 21, 22. On March 13, 2019, Cox sent Cathay Bank and Jianhua closing certificates. Holder Decl., ¶13, Ex. 25. One of these was a “Certificate of Secretary” Jianhua signed on March 14, 2019, effective as of March 1, 2013, for the adoption of the attached Authorizing Resolution of the Sole Director and the Sole Stockholder of Starbridge Group Corp (“2019 Authorizing Resolution”). Holder Decl., ¶13, Ex. 24. The 2019 Authorizing Resolution amended the bylaws to reflect Starbridge Group as a Nevada corporation and not a California corporation. Holder Decl., ¶13, Ex. 24. Its signature page lists Lu as Starbridge Group’s sole director and Starry as its sole stockholder, and Lu signed both as an individual and on Starry’s behalf. Holder Decl., ¶13, Ex. 24.

Also on March 14, 2019, Jianhua signed a Closing Certificate for Starbridge LLC. Holder Decl., ¶23, Ex. 34. The document certified to Cathay Bank that Jianhua was the manager of Starbridge Group, which in turn manages Starbridge LLC. Holder Decl., ¶23, Ex. 34. It also affirmed that the Starbridge LLC’s December 10, 2012 operating agreement (“2012 Operating Agreement”) remained in full effect. Holder Decl., ¶23, Ex. 34.

On April 8, 2021 and March 1, 2023, Jianhua signed modifications to the Cathay Bank loan on Starbridge Group’s behalf in his capacity as Starbridge LLC’s manager. Holder Decl., ¶25, Exs. 36-37.

In late 2021, while Ray Cai and Yan were still married, Bo Chen approached Ray Cai to see if anyone he knew would be interested in purchasing the Ontario Hotel. Yan Decl., ¶3. Because Yan’s business associate Mingzhe Li was looking for commercial real estate opportunities, Ray Cai and Yan introduced Mingzhe Li to Bo Chen. Yan Decl., ¶3. After some negotiation, the parties prepared the BAK Sale Agreement in September 2021. Yan Decl., ¶3; Mingzhe Li Decl., ¶2, Ex. 1.

In October 2021, Rongji wanted Bo Chen to talk to Jianhua in person. Bo Chen Decl., ¶9. She met with Jianjua and told him that Rongji wanted to sell the Hotel. Bo Chen Decl., ¶9. Jianhua called Rongji and Lu with Bo Chen present and confirmed that Rongji wanted to sell the Ontario Hotel. Bo Chen Decl., ¶9. Rongji asked Jianhua to cooperate with Bo Chen to facilitate the sale. Bo Chen Decl., ¶9.

Bo Chen and Jianhua met twice more to arrange the sale. Bo Chen Decl., ¶10. During these meetings, Jianhua stated that he owned 40% of the Ontario Hotel and that Rongji owned 60%. Bo Chen Decl., ¶10. He also said Rongji had used various wires out of Hong Kong and elsewhere to transmit the funds for the purchase. Bo Chen Decl., ¶10. Jianhua got upset and refused to answer when Bo Chen asked if he provided any of the funding himself. Bo Chen Decl., ¶10.

During a third conversation, Bo Chen asked Jianhua why he was trying to block the sale of a hotel he did not own. Bo Chen Decl., ¶10. Jianhua did not respond and the two have not spoken since. Bo Chen Decl., ¶10. Bo Chen reported to Rongji that Jianhua had cut off communication and was refusing to cooperate in the sale. Bo Chen Decl., ¶11. Rongji said he would have Lu contact Jianhua. Bo Chen Decl., ¶11.

The escrow company could not confirm whether Lu had the ability to sell the Ontario Hotel on his own, and it could not get Jianhua to cooperate as manager and minority interest holder. Yan Decl., ¶3. Th escrow company eventually canceled the transaction. Yan Decl., ¶3.

Lu then suggested that Yan buy Lu’s shares in Starbridge Group. Yan Decl., ¶4. Lu represented that Starbridge Group owned 60% of Starbridge LLC, that Lu’s company Starry owned all of Starbridge Group, and that Starbridge Group owned the Ontario Hotel. Yan Decl., ¶4. Yan already had a copy of the 2012 Operating Agreement from the aborted BAK Sale Agreement transaction. Yan Decl., ¶4, Ex. 1. Lu then sent Yan a copy of the Affirmation Agreement and the October 30, 2013 Starbridge Group resolution via WeChat. Yan Decl., ¶4, Exs. 2-3. These documents were consistent with Lu’s assertions. Yan Decl., ¶4.

Yan knew that if she had bought the Ontario Hotel directly, a portion of the $20 million purchase price would have been used to pay the outstanding balance on the Cathay Loan before the difference went to Lu. Yan Decl., ¶6. This would not happen if she just bought the Starbridge Group shares. Yan Decl., ¶6. Yan did not know the current value of the Cathay Bank loan, only that the initial principal was $15 million. Yan Decl., ¶6. The difference between the BAK Sale Agreement’s $20 million purchase price and this $15 million loan was $5 million, so Starbridge Group’s 60% interest in Starbridge LLC was worth $3 million. Yan Decl., ¶6. Yan managed to negotiate Lu down to $2 million. Yan Decl., ¶6. She did the deal based on what she knew, knowing that Lu was motivated to sell. Yan Decl., ¶6.

Rongji and Lu told Bo Chen that they wanted to receive the funds as soon as possible in Chinese currency. Bo Chen Decl., ¶12. Bo Chen had only just met Yan and Mingzhe Li, and they did not know Rongji or Lu. Bo Chen Decl., ¶12. Rongji and Lu asked Bo Chen to provide security so that Mingzhe Li not lose his $2 million investment. Bo Chen Decl., ¶12. They wanted her to receive the payment so that she could send it to them in a way that they would receive an equivalent amount of funds in Chinese currency. Bo Chen Decl., ¶12. At the same time, Mingzhe Li would receive the security of a DOT on one of Bo Chen’s husband’s Fu Bang properties. Bo Chen Decl., ¶12. Bo Chen agreed to assist the parties in this manner. Bo Chen Decl., ¶12.

On October 11, 2021, Yan and Lu signed the Stock Purchase Agreement to buy Starry’s 1000 shares in Starbridge Group in front of a notary during a videoconference. Yan Decl., ¶5, Ex. 4. Mingzhe Li agreed to lend Yan $2 million to finance her purchase of the Starbridge Group shares held by Starry. Mingzhe Li Decl., ¶3; Yan Decl., ¶7. On Yan’s instructions, Mingzhe Li wired this payment to the Fu Bang bank account specified in the Stock Purchase Agreement and the addendum thereto. Mingzhe Li Decl., ¶3; Yan Decl., ¶7, Ex. 4; Bo Chen Decl., ¶13, Ex. 1.

Bo Chen received instructions from Rongji and Lu on how to wire the money from Fu Bang. Bo Chen Decl., ¶13. This included orders to wire $1 million to Huang, who is a man and not Ray Cai’s ex-wife as Shino asserts. Bo Chen Decl., ¶14, Exs. 1-2; Yan Decl., ¶9. Other than Huang, Bo Chen exercised discretion to determine which people or entities could facilitate the request from Lu and Rongji to get Chinese currency. Bo Chen Decl., ¶15. She confirmed through various phone calls that the money had been wired in a way that achieved this goal. Bo Chen Decl., ¶15. Bo Chen informed Yan that Lu received the money. Yan Decl., ¶8.

None of the $2 million was returned to Yan. Yan Decl., ¶10. Yan has a connection with WWL’s owner, WeiWei Li, but so does Bo Chen through her mother. Yan Decl., ¶10. Yan possibly may have suggested using WWL to get Chinese currency back to Lu. Yan Decl., ¶10. If so, her earlier testimony that she did not know what happened to the money after Fu Bang received it would be partly mistaken. Yan Decl., ¶10. In any case, the money sent to WWL was routed to Lu in China, not to Yan. Yan Decl., ¶10.

Although Jin and Ackerman have tried to argue that the Fu Bang DOT reflect that the $2 million was a loan, that is not correct. Yan Decl., ¶11. The transaction with Lu was risky, and enforcing a claim against someone who lives in China would be difficult. Yan Decl., ¶11. Bo Chen vouched for Lu and his associate, so Mingzhe Li and Yan agreed to secure the payment with the Fu Bang DOT to ensure the investment would not be lost. Yan Decl., ¶11. Bo Chen agreed, stating that she had complete faith in Rongji. Yan Decl., ¶11.

This was not a circular transaction. Mingzhe Li Decl., ¶4. Mingzhe Li, Yan, those they work with, and those who work on their behalf never saw the $2 million they paid pursuant to the Stock Purchase Agreement. Mingzhe Li Decl., ¶4; Yan Decl., ¶8.

In a declaration dated December 26, 2021, Lu stated that Starry was the sole shareholder in Starbridge Group until October 2021, when it liquidated its shares. Holder Decl., ¶31, Ex. 45.

On October 15, 2021, Anthony Damiani (“Anthony”) served by hand notice of an October 25, 2021 special meeting of Starbridge LLC members to confirm that removal and to vote Pan as the new Starbridge LLC manager. Anthony Decl., ¶2, Ex. 1. He also served notice of Starbridge’s revocation of its appointment of Morgan as its proxy, effective that day. Anthony Decl., ¶2, Ex. 1. Anthony tried to serve Jianhua his home; Jianhua’s son Kaisei Jin (“Kaisei”) signed the proof of service. Anthony Decl., ¶2, Ex. 2.

Jianhua’s December 13, 2021 declaration admitted that his son Kaisei told him about the served documents when he came home that night. Holder Decl., ¶17, Ex. 28 (Jianhua Decl., ¶¶ 27-28.) However, Jianhua testified that he did not recall that he ever received notice of an upcoming Starbridge LLC meeting in October 2021. Ex. 1 (Jianhua Depo.), p. 167. When asked if his son Kaisei ever told him that someone had delivered a notice in Jianhua’s absence, Jianhua replied that Kaisei was a minor and only knew how to play videogames. Ex. 1 (Jianhua Depo.), pp. 167-68. Shino testified that she only learned about the notice a few days before her deposition, and Kaisei never told her what the delivered documents were. Ex. 2 (Shino Depo.), p. 133.

On November 4, 2021, Yan filed Starbridge LLC, et al. v. Jianhua Jin et al., 21STLC07974 (“Starbridge Lawsuit”) against Jianhua on behalf of Starbridge LLC and Starbridge Group. Holder Decl., ¶19, Ex. 30. Yan attached the October 25, 2021 meeting minutes to show that she had purchased Starbridge Group shares from Starry and was now the Director, President, and CEO. Ex. 30, Ex. D. Those minutes also showed the vote to remove Morgan as Starbridge LLC’s manager, and the Starbridge Lawsuit sought a declaration that Morgan was no longer a member. Ex. 30, Ex. D.

In November and December 2021, Yan sought a preliminary injunction in the Starbridge Lawsuit enjoining Morgan from acting as Starbridge LLC’s manager. Holder Decl., Exs. 28-29. Jianhua opposed based on arguments that (1) Starbridge Group no longer had a 60% interest in Starbridge LLC, and (2) Starbridge Group was relying on the wrong Starbridge LLC operating agreement. Holder Decl., Ex. 29.

Jianhua’s declaration in opposition presented a Starbridge LLC operating agreement signed on March 2, 2013 (“2013 Operating Agreement”). Holder Decl., Ex. 28 (Jianhua Decl.), ¶¶ 8-9, Ex. 1. He asserted that the 2013 Operating Agreement, not the 2012 Operating Agreement, governs Starbridge LLC. Ex. 28 (Jianhua Decl.,) ¶¶ 8-9. The Affirmation Agreement prohibited the sale of the Ontario Hotel without the unanimous approval and signatures of all Starbridge LLC members, and Morgan and Lancer never approved such a sale. Ex. 28 (Jianhua Decl.), ¶¶ 11-13. Jianhua also stated that Morgan had always served as Starbridge LLC’s manager overseeing operations of the Ontario Hotel. Ex. 28 (Jianhua Decl.), ¶14. When the COVID-19 pandemic caused the Ontario Hotel to incur operational losses, Lu refused to contribute additional capital or pay for its share of the losses. Ex. 28 (Jianhua Decl.), ¶¶ 17-18.

Jianhua asserted that, on August 25, 2014, Lu agreed to release 14.33% of Starbridge Group's equity in Starbridge LLC in exchange for a $3 million withdrawal. Ex. 28 (Jianhua Decl.), ¶23. This reduced Starbridge Group's share from 60% to 45.67%. Ex. 28 (Jianhua Decl.), ¶23. Starbridge LLC’s members passed a resolution to that effect on August 26, 2014. Ex. (Jianhua Decl.), ¶24.

On April 6, 2022, the parties in the Starbridge Lawsuit entered an Arbitration Submission Agreement in which they submitted to binding arbitration every dispute between those parties that was or could have been asserted in the lawsuit. Yan Decl., ¶12, Ex. 5. Yan signed on behalf of Starbridge Group. Yan Decl., ¶12, Ex. 5. No one disputed whether Yan had the authority to do so or argued that Shino was the rightful owner of Starbridge Group. Yan Decl., ¶12.

On June 21, 2023, Jianhua signed a new Closing Certificate for Starbridge LLC. Holder Decl., ¶26, Ex. 38. It identified the 2013 Operating Agreement as the effective operating agreement. Holder Decl., ¶28, Ex. 38.

On June 27, 2023, Jianhua sent Cathay Bank a Certificate of Secretary dated March 15, 2021, attached to a 2021 Authorizing Resolution. Holder Decl., ¶16, Exs. 9, 27. Unlike the 2019 Authorizing Resolution, the 2021 Authorizing Resolution listed Shino as Starbridge Group’s sole director and majority shareholder and still listed Starry as a stockholder. Holder Decl., ¶16, Ex. 27.

Jianhua and Shino testified that they have never forged Lu’s signature, cut and pasted his signature, or instructed anyone else to do so. Ex. 1 (Jianhua Depo.), pp. 113, 115-16; Ex. 2 (Shino Depo.), pp. 67-68.

Yan retained Chrisman, a handwriting expert who has testified in over 175 cases, to analyze Lu’s signature on the Starbridge Group’s 2021 Authorizing Resolution, August 2014 minutes, and December 2013 Shareholder Agreement. Chrisman Decl., ¶¶ 2-3, 7, Exs. A-B. Chrisman does not know Chinese and did not personally witness Lu sign any documents. Chrisman Decl., ¶14. Yan’s counsel provided 14 known documents that Lu purportedly signed for comparison. Chrisman Decl., ¶¶ 6, 8, 14, Ex. 3. Chrisman acknowledged these documents lack finer details that would make the comparison more definitive. Chrisman Decl., ¶15.

Chrisman opined that the differences between the known signature samples and the questioned signatures on the 2021 Authorizing Resolution and December 2013 Shareholder Agreement are significant enough to provide a strong probability that Lu did not sign those two documents. Chrisman Decl., ¶¶ 17(ii)-(viii), Ex. E. The signature on the August 2014 minutes is identical to the 2019 Authorizing Resolution. Chrisman Decl., ¶¶ 8, 17(i), Exs. C, E. This raises the possibility that the questioned signature was transferred from the known signature or visa versa, or both signatures are transfers from a third, unknown document. Chrisman Decl., ¶4(b).

In the opinion of Hotel management employee Mona Zhang (“Zhang”), Yan is a habitual liar. Zhang Decl., ¶8.

After Lu and Yan signed the BAK Sale Agreement, Lyla asked First American Title for a copy of the 2012 Operating Agreement so she could verify the signature. Wilson Decl., Ex. 20 (Lyla Depo.), p. 36. First American Title provided a link to a recorded DOT securing a loan. Ex. 20 (Lyla Depo.), p. 38. Lyla became concerned when she saw the signatures on the DOT did not match those on the BAK Sale Agreement. Ex. 20 (Lyla Depo.), pp. 38-39.

When Lyla received the 2012 Operating Agreement, she only saw Jianhua’s signature. Ex. 20 (Lyla Depo.), at p. 39. This was unusual because operating agreements are signed by all members of a company instead of just one. Ex. 20 (Lyla Depo.), p. 39. The 2012 Operating Agreement also required that all members execute any purchase agreement to facilitate the transaction. Ex. 20 (Lyla Depo.), p. 41. Lyla informed USA BAK she could not process the BAK Sale Agreement. Ex. 20 (Lyla Depo.), p. 41. This did not mean Lu lacked the authority to sell the Ontario Hotel. Ex. 20 (Lyla Depo.), p. 60. The 2012 Operating Agreement confirmed that he owned 60%, which would give him that right. Ex. 20 (Lyla Depo.), p. 60. Lyla just could not confirm if Jianhua also needed to sign the BAK Sale Agreement, based on the fact that he alone signed the 2012 Operating Agreement. Ex. 20 (Lyla Depo.), p. 61. Lyla had also heard that there were other issues unknown to her. Ex. 20 (Lyla Depo.), p. 61. She decided she did not want to proceed with the transaction and cancelled it. Ex. 20 (Lyla Depo.), p. 61.

During Mingzhe Li’s deposition, counsel for Shino showed him the Fu Bang DOT. Wilson Decl., Ex. 21 (Mingzhe Li Depo.), at pp. 81-82. Mingzhe Li started to say that “Yan lent Fu Bang money” and corrected himself. Ex. 21 (Mingzhe Li Depo.), p. 83. He explained that Yan purchased Lu’s shares of the Ontario Hotel. Ex. 21 (Mingzhe Li Depo.), p. 83. Mingzhe Li loaned $2 million to Fu Bang, which it received. Ex. 21 (Mingzhe Li Depo.), p. 83. Lu asked for this out of concerns that Jianhua would not cooperate with attempts to turn Starbridge Group shares over to Yan. Ex. 21 (Mingzhe Li Depo.), p. 83. Fu Bang has not repaid the $2 million. Ex. 21 (Mingzhe Li Depo.), p. 83.

Pakshu Chan (“Pakshu”) is Ronghi’s son. Pakshu Decl., ¶2. His family is related to Lu. Pakshu Decl., ¶2. Pakshu was Starbridge Group’s first president. Pakshu Decl., ¶1. He is also related to Jianhua. Pakshu Decl., ¶¶ 2-3.

On October 15, 2021, Shino was in China. Ex. 23 (Shino Depo.), p. 131. During the COVID-19 pandemic, the Chinese government prohibited foreigners like her from exiting and reentering the country. Ex. 23 (Shino Depo.), p.131. Because Jianhua’s mother lives in China and was 83 years old at the time, Shino stayed with her for three years. Ex. 23 (Shino Depo.), p.131.

Handwriting expert Kurt Kuhn, with 38 years as a document examiner, declared that Asian characters are more akin to symbols than letters. Kuhn Decl., ¶6. In forensic document examination, an examiner must exercise caution in rendering opinions on foreign language material unless the examiner is intimately familiar with the language at issue. Kuhn Decl., ¶6.

The questioned signatures on the three documents are machine reproductions that did provide sufficient detail to conduct examinations and render reliable opinions. Kuhn Decl., ¶11. The signature on the 2021 Authorizing Resolution was likely written by the same person as the known writing samples. Kuhn Decl., ¶11. Kuhn could not form an opinion as to the August 2014 minutes. Kuhn Decl., ¶11. He agreed with Chrisman that the signature was identical to K-10. Kuhn Decl., ¶11. His findings on the December 2013 Shareholder Agreement were inconclusive because he had only three known contemporaneous writing samples. Kuhn Decl., ¶11.

Chrisman discussed inconsistencies but not the level of agreement or variation among the known samples or between the subject documents and known samples. Kuhn Decl., ¶13. Variation in an individual’s signature is natural and can depend on the circumstances at the time of the writing. Kuhn Decl., ¶13.

Chrisman’s opinion cited the pen pressure changes in signatures. Kuhn Decl., ¶14. These can depend on the writing instrument used at the time, like ballpoint pen versus oil-based technology. Kuhn Decl., ¶14. Inkjet machine reproductions also do not permit reliable evaluation of the changes in pen pressure. Kuhn Decl., ¶14.

Pursuant to section 709, Plaintiff Shino moves to invalidate the October 25, 2021 Starbridge Group shareholder vote and to confirm herself as the majority shareholder of Starbridge Group.

This is the third time the court has addressed who controls Starbridge Group. In the Starbridge Lawsuit, the court addressed Yan’s motion for a mandatory preliminary injunction compelling removal of Morgan as manager of Starbridge LLC. The motion turned on whether the 2012 Operating Agreement or the 2013 Operating Agreement for Starbridge LLC was in effect. The court concluded that someone was not telling the truth, the matter was not free from doubt, that more evidence would be required at trial, and declined to issue a preliminary injunction removing Morgan as manager.

In this lawsuit, the court addressed Yan’s motion to stay the instant hearing in favor of the parties’ arbitration. The court declined to do so, noting that the evaluation of credibility will be an important matter in deciding who owns Starbridge Group. Detailed declarations with supporting evidence should demonstrate credibility and the court authorized the parties to make use of the discovery obtained in the arbitration of the Starbridge Lawsuit.

Now, the court is tasked with deciding who owns Starbridge Group for the purpose of determining the validity of the vote at the October 25, 2021 shareholder meeting.[6] The parties have provided detailed documentary evidence and numerous declarations, although the declarations are still lacking in some detail.[7]

1. Jianhau Is the Driving Force for Shino’s Controlling Ownership of Starbridge Group

As a threshold matter, Jianhau, not Shino, is the moving force for the Jins’ argument that Shino has controlling ownership of Starbridge Group and the Ontario Hotel. Jianhau testified that he located the Hotel, he made the purchase arrangements, he created Starbridge LLC, Starbridge Group, AAMG, and Morgan, and he has managed the Hotel since acquisition. Shino testified that she did not know the specifics of the management of Starbridge LLC, the Ontario Hotel, or any related company, and that she left their management to her husband. Ex. 2 (Shino Depo.), pp. 31, 34-36. He also testified that the $10 million in purchase money was his money, but in his wife’s name. Ex. 1 (Jianhua Depo.), p. 31.

When Jianhau received with notice of the October 25, 2021 LLC meeting, he apparently never told his wife. The meeting agenda was hand-delivered to the Jins’ family home on October 15, 2021, and handed to their son. Jianhau admitted in his December 13, 2021 declaration that the notice was given to his son, Kaisei, who then gave it to him that night when he got home. Holder Decl., ¶ 17, Ex. 28 at ¶¶ 27, 28. Shino testified that she was never told about the notice, and only learned of it recently. Ex. 2 (Shino Depo.), pp. 133-35. Opp. at 11-12.

Finally, Jianhau did not initially defend the Starbridge Lawsuit on the basis that Shino controlled Starbridge Group. Holder Decl., Ex. 29. Instead, he contended that Starbridge Group no longer had a 60% interest in Starbridge LLC, and that Starbridge Group was relying on the wrong operating agreement for the LLC without mentioning Shino’s ownership. Id.

Although it is clear that Jianhau is the decision-maker for the Jins and the claim in this section 709 lawsuit, the documents he relies on are in Shino’s name, and she testified that she put up the $10 million to buy the Hotel. Ex. 2, (Shino Depo.), p. 56. To avoid confusion, the court will proceed as if Shino claims to be the owner.

The best way to tackle the ownership issue is to follow the money. Shino’s argument is that Jianhua learned the Ontario Hotel was for sale in 2012 and used Velocity as his agent to purchase it. Jianhua Decl., ¶¶ 7-8. He and Shino determined that they needed $18.5 million to buy the Ontario Hotel out of foreclosure. Shino Decl., ¶4. Shino, Jianhua, and Lu reached an agreement that Lu would cover all $20 million of the capitalization costs, conditioned on his in-person visit. Shino Decl., ¶¶ 4-5. Until he saw and approved the Hotel, he agreed to provide $6 million. Shino Decl., ¶5.

The purchase of the Ontario Hotel closed on December 27, 2012, for a price of $18.5 million. Jianhua Decl., ¶10. AAMG paid $10.9 million into Starbridge LLC, while Lu paid slightly under $6 million. Shino Decl., ¶6; Jianhua Decl., ¶9. While AAMG put up most of the money, it was understood that Lu would buy Shino out consistent with his promise to fully fund Starbridge Group’s capitalization. Shino Decl., ¶7.

There is strong reason to disbelieve that Shino (or Jianhua) put up $10.9 million. First, there is nothing in their backgrounds to suggest they had the wherewithal to do so. In Japan, Jianhau worked at a Japanese language school. Jianhau Decl., ¶4. In China, he worked in education. Jianhau Decl., ¶4. Shino assisted Jianhau in his education-related businesses operating secondary schools in Fujian province. Shino Decl., ¶3. Jianhua was working in education training and his wife was teaching Japanese. Bo Chen Decl., ¶16. He complained about failed businesses and shut-down projects. Bo Chen Decl., ¶16.

When Jianhua came to the U.S., he had limited means, lived in a modest home, and met clients in fancy hotels to create a nicer impression. Bo Chen Decl., ¶18. He became interested in a $50 million Bo Chen project called Dos Lagos. Bo Chen Decl., ¶17. Jianhua said he could only afford to invest $100,000. Bo Chen Decl., ¶17. Shortly after he made the investment, Jianhua asked for its return. Bo Chen Decl., ¶17. The Hotel was Jianhua’s first deal in the U.S. If he or Shino had access to $10.9 million, it did not come from their employment or any U.S. deal.

Of course, one or both of Jianhua and Shino could have inherited the money or had family members with access to this amount. Yet, neither so testified. Jianhua only vaguely testified that he had about $20 million account to invest. Ex. 1 (Jianhua Depo.), pp. 30-31. Th money was in a China bank account, but he could not remember the bank’s name. Ex. 1 (Jianhua Depo.), pp. 31. It was his money, but in his wife’s name. Ex. 1 (Jianhua Depo.), p. 31. Shino disagreed, testifying that the money used to buy the Hotel was hers -- she “earned those monies.” Ex. 2 (Shino Depo.), p. 56.

Their version also is flatly contradicted by Bo Chen. Around June 2021, Rongji reached out to Bo Chen through another person to help sell the Ontario Hotel. Bo Chen Decl., ¶2. Rongji told Bo Chen that he financed the purchase of the Ontario Hotel in 2012 and had Lu take title thereof on his behalf. Bo Chen Decl., ¶4. Because both Rongji and Lu lived in China, they agreed to have Jianhua facilitate the purchase in exchange for 10% of the profits. Bo Chen Decl., ¶4. [8] This is a common practice for wealthy individuals in China, but it relies on a great deal of trust. Bo Chen Decl., ¶4. Rongjii was upset because he had invested the money almost ten years earlier and Jianhua had not sent Rongji any profits. Bo Chen Decl., ¶5. Rongji no longer wanted to own the Ontario Hotel. Bo Chen Decl., ¶5. Rongji wanted Bo Chen’s assistance because she was in the U.S., and she knew Jianhua. Bo Chen Decl., ¶6.

In October 2021, Rongji wanted Bo Chen to talk to Jianhua in person. Bo Chen Decl., ¶9. She met with Jianjua and told him that Rongji wanted to sell the Hotel. Bo Chen Decl., ¶9. Jianhua called Rongji and Lu with Bo Chen present and confirmed that Rongji wanted to sell the Ontario Hotel. Bo Chen Decl., ¶9. He asked Jianhua to cooperate with Bo Chen to facilitate the sale. Bo Chen Decl., ¶9.

Bo Chen and Jianhua met twice more to arrange the sale. Bo Chen Decl., ¶10. During these meetings, Jianhua stated that he owned 40% of the Ontario Hotel and that Rongji owned 60%. Bo Chen Decl., ¶10. He also said Rongji used various wires out of Hong Kong and elsewhere to transmit the funds for the purchase. Bo Chen Decl., ¶10. Jianhua got upset and refused to answer when Bo Chen asked if he provided any of the funding himself. Bo Chen Decl., ¶10.[9]

Bo Chen’s statements are strong evidence that Rongji funded the Hotel’s purchase. Shino completely fails to impeach Bo Chen’s statements, which clearly show that Shino did not finance the purchase of the Hotel.

Shino further did not document the source of the funds for the Hotel’s purchase. As Yan argues (Opp. at 16), AAMG was just an empty shell with no other business operations, assets, revenues, or tax returns. Ex. 1 (Jianhau Depo.), pp. 60-61; Ex. 2 (Shino Depo.), pp. 52-53. The initial $10.9 million AAMG used to purchase the Ontario Hotel was only in AAMG’s account for a few days. Ex. 1 (Jianhua Depo.), p. 56; Holder Decl., Ex. 39. AAMG’s bank records show that $8.5 million was wired into its account from Asia on December 11 and 12, 2012. Holder Decl., ¶27, Ex. 39. Another $2.5 million was wired in on December 14, 2012. Another $4.1 million came from an account labeled “Pt. VicValuta.” Holder Decl., Ex. 39.[10]

Where did this money come from? AAMG Jianhau testified that Shino wired the money into the AAMG account from multiple accounts in China. Ex. 1 (Jianhua Depo.), pp. 56-57. Neither Jianhua nor Shino had any source documents to show where this money came from. See Ex. 1 (Jianhua Depo.), pp. 56-57; Ex. 2 (Shino Depo.), p. 57. Shino’s declaration does not provide any detail, only vaguely stating that she “made arrangements to provide the majority of the funding”. In her testimony, Shino stated that she “earned it.” Ex. 2 (Shino Depo.), p. 56.

It is true that there also are no bank records showing that Rongji or Lu provided all the purchase funds. But there are reasons to believe that is what happened. First, Bo Chen says that Rongji was the source. She stated that Rondji is an older man with a long career as a wealthy and well-respected businessman in China, and formerly a practicing doctor. Bo Chen Decl., ¶3. By reputation, Rondji was the richest man in Fujian Province, China. Bo Chen Decl., ¶3. Thus, he appears capable of funding the purchase. Second, Shino has admitted that the $6 million from Pt. VicValuta Skylight Holdings came from Lu. Holder Decl., ¶27. Therefore, Lu (or Rondji) had the wherewithal to provide at least that much money. There is no such evidence for Shino and Jianhua. Third, unlike Shino and Jianhua, Rongji and Lu are detained in China and have little to no ability to communicate or provide records. This fact helps explain why they could not provide source documents. Again, no such explanation exists for Shino.

Neither Jianhua nor Shino funded the $18.5 million Hotel purchase. Rather, Lu did so, probably with Rongji’s money.

Shino attacks the sale of Starry stock from Lu to Yan as a phony transaction. According to Ackerman, Yan failed to perform due diligence despite red flags associated with the sale. Ackerman Decl., ¶¶ 19-22.

Ackerman also opined that the $2 million purchase price was far below the market value of Starry’s shares. Ackerman Decl., ¶¶ 2, 6, 28, Ex. 1. Because the as-is price of Ontario Hotel was $22 million and the actual debt from the Cathay Bank loan was about $7.5 million, the net equity in the Ontario Hotel was over $14 million. Ackerman Decl., ¶17. Starbridge Group’s 60% interest was therefore valued at about $8,690,426, and a $2 million purchase price is less than 25% of this value. Ackerman Decl., ¶17. Such a steep discount is an indication that the transaction is not arm’s length and an indicator of fraud. Ackerman Decl., ¶18.

Ackerman further opined that the $2 million payment was a loan from Mingzhe Li to Fu Bang, not purchase money for Starry’s stock. Ackerman Decl., ¶31. The sale documents specify that payment is to be made to Fu Bang, not Lu directly. Fu Bang is owned by Bo Chen and her husband. RJN Exs. A, B, F, G; Sargent Decl., Ex. 2 (Yan Depo.), p. 127 (admitting that Bo Chen’s husband owns Fu Bang). The payment was made by Mingzhe Li, who had just a month earlier been prepared to buy the Hotel for $20 million. The $2 million payment Mingzhe Li made to Fu Bang to pay Lu for his shares was secured by the DOT Fu Bang executed for Mingzhe Li only three days beforehand. Thus, it appears that the $2 million was not a payment at all, but a loan to Fu Bang secured by a DOT. Pet. Op. Br. at 12.

Shino further relies on the fact that the $2 million was not directly distributed to Lu. Fu Bang’s bank statements show it received $2 million on October 15, 2021, and distributed $1,906,100 within a week later. Sargent Decl., ¶12, Ex. 11. The bank statements show that $726,100 to WWL and $1,000,000 to Yan’s husband’s ex-wife, Huang. Ackerman Decl., ¶28, Exs. 4-6. It was dispersed among various people and entities all connected with Yan, and at least $726,000 of the payment went to WWL which Yan testified she partly owns. This company uses the same address as Mingzhe Li. Pet. Op. Br. at 11-12.

Ackerman concluded that the $2 million payment was a fraudulent transaction that went back into the pockets of Yan and her associates. Ackerman Decl., ¶¶ 11, 30. Shino concludes that this cannot form valid consideration for her purchase of Starry’s shares. Pet. Op. Br. at 12.

The court agrees that Yan’s $2 million purchase for Starbridge Group stock is odd, particularly in light of an aborted sale of the Hotel for $20 million just a month earlier. The court also agrees that Yan’s lack of due diligence, the use of Fu Bang to receive payment, and the dispersal of funds to persons and entities other than Lu raises concern about the transaction.

Nonetheless, Lu submitted two declarations in the Starbridge Lawsuit attesting that he sold his interest in Starbridge Group in October 2021. Holder Decl., Ex. 44, ¶1; Ex. 45, ¶2. This is dispositive of Shino’s argument. She has no standing to contend that Yan’s purchase lacked consideration where Lu accepted it.

Moreover, Yan adequately rebuts Shino’s position. As a preliminary matter, Ackerman has some of his facts wrong. Bo Chen does not own Fu Bang, her husband does. Bo Chen Decl., ¶12. Huang, who received $1 million of the $2 million payment, is a man and not Ray Cai’s ex-wife as Shino asserts. Bo Chen Decl., ¶14, Exs. 1-2; Yan Decl., ¶9.

Yan did some due diligence, albeit minimal. Lu represented that Starbridge Group owned 60% of Starbridge LLC, Lu’s company Starry owned all of Starbridge Group, and Starbridge Group owned the Ontario Hotel. Yan Decl., ¶4. Yan already had a copy of the 2012 Operating Agreement from before the BAK Sale Agreement. Yan Decl., ¶4, Ex. 1. Lu then sent Yan a copy of the Affirmation and the October 30, 2013 Starbridge Group resolution via WeChat. Yan Decl., ¶4, Exs. 2-3. She found these documents were consistent with Lu’s assertions. Yan Decl., ¶4.

Yan explains the $2 million purchase price as follows. She knew that if she had bought the Ontario Hotel directly, a portion of the $20 million purchase price would have gone to pay the outstanding balance on the Cathay Loan before the difference went to Lu. Yan Decl., ¶6. This would not happen if she just bought the Starbridge Group shares. Yan Decl., ¶6. Yan did not know the current value of the Cathay Bank loan, only that the initial principal was $15 million. Yan Decl., ¶6. The difference between the BAK Sale Agreement’s $20 million purchase price and this $15 million was $5 million, so Starbridge Group’s 60% interest in Starbridge LLC was worth $3 million. Yan Decl., ¶6. Yan managed to negotiate Lu down to $2 million. Yan Decl., ¶6. She did the deal based on what she knew, knowing that Lu was motivated to sell. Yan Decl., ¶6.

As for payment, Rongji and Lu told Bo Chen that they wanted to receive the funds as soon as possible in Chinese currency. Bo Chen Decl., ¶12. Bo Chen had only just met Yan and Mingzhe Li. Bo Chen Decl., ¶12. Lu and Rongji wanted Bo Chen to provide security so that Mingzhe Li not lose his $2 million investment. Bo Chen Decl., ¶12. They wanted her to receive the payment so that she could send it to them in a way that they would receive an equivalent amount of funds in Chinese currency. Bo Chen Decl., ¶12. At the same time, Mingzhe Li would receive the security of a DOT on one of Bo Chen’s husband’s Fu Bang properties. Bo Chen Decl., ¶12. Bo Chen agreed to assist the parties in this manner. Bo Chen Decl., ¶12.

This is odd. Why would Lu and Rongji care if Mingzhe Li was protected? It seems more likely that Mingzhe Li would ask for the protection of a DOT. In any event, it appears that Bo Chen, who trusted Rongji, was willing to act as middleman and expose her husband’s company, Fu Bang, to the loss of a real property through foreclosure on the DOT if the $2 million payment were lost.

Bo Chen received instructions from Rongji and Lu on how to wire the money from Fu Bang. Bo Chen Decl., ¶13. This included orders to wire $1 million to Huang, who is a man in China and not affiliated with Yan. Bo Chen Decl., ¶14, Exs. 1-2; Yan Decl., ¶9. Other than Huang, Bo Chen exercised discretion to determine which people or entities could facilitate the request from Lu and Rongji to get Chinese currency. Bo Chen Decl., ¶15. Yan has a connection with WWL’s owner, WeiWei Li, but so does Bo Chen through her mother. Yan Decl., ¶10. Bo Chen confirmed through various phone calls that the money had been wired in a way that achieved this goal. Bo Chen Decl., ¶15. Bo Chen informed Yan that Lu received the money. Yan Decl., ¶8.

As Yan argues (Opp. at 17-18), Lu sold his interest in Starbridge Group to her in October 2021. Holder Decl., Ex. 44, ¶1; Ex. 45, ¶2. Ackerman’s second-guessing that the price should have been higher is irrelevant. This was not a circular deal because none of the $2 million was returned to Yan. Yan Decl., ¶10. While the reason for wiring portions of the payment to Hwang and other recipients are unclear, Lu has not complained. Bo Chen received confirmation the money was received by Lu. Chen Decl., ¶¶ 13-15. The arrangement was unorthodox but not a fraud.[11]

Shino points out that Jianhua has actively managed the Hotel since 2012, including navigating it through the COVID-19 pandemic. Jianhua Decl., ¶ 24; Shino Decl. ¶ 12. In March 2019, Jianhua and Shino personally guaranteed a $15 million construction loan to renovate the Hotel up to brand standards for affiliation as a Crowne Plaza. Jianhua Decl., ¶¶ 15-17; Shino Decl., ¶13. A third-party appraisal for the loan in 2021 found the Hotel in good condition and well run, with “no material deferred maintenance” and that the furnishings “appear to be of good quality.” Sargent Decl. Ex. 1, p. 149. The appraised value of the Hotel was $22 million as-is, and between $30.5 million to $34.9 million once the re-branding is complete. Ex. 1, p. 25. Other than 2019 and 2020, when COVID hit, the occupancy rate and revenue per available room had been increasing year over year since 2014. Ex. 1, p. 167. Pet. Op. Br. at 7.

Jianhua’s conduct underscores his and Shino’s majority interest and managerial status. In contrast, Lu behaved as a minority shareholder in Starbridge Group. Not only had he invested less capital, but he was also a passive investor with little involvement with the day-to-day operations or finances of the Hotel. Shino has invested millions into the Hotel and Jianhau has invested more than a decade in managing it. Both guaranteed the construction loan from Cathay Bank, putting themselves personally at financial risk. Jianhua Decl., ¶ 17; Shino Decl., ¶ 13. Their pre-dispute conduct supports Plaintiff Jin’s claim to have a majority stake in Starbridge Group. Shino Decl., ¶ 13 (“I would not have provided guarantees in the Hotel if I were not the majority shareholder.”). Pet. Op. Br. at 13-14.

Shino’s argument that she and her husband have invested time and money into the Hotel and want it to succeed is equally consistent with a manager who holds a minority interest in the Hotel and who receives managerial and other income from it.

On November 27, 2012 AAMG and Velocity executed an Agreement to Assign Agreement of Purchase and Sale. Holder Decl., ¶20, Ex. 31. Pursuant to this agreement, Velocity assigned its rights to AAMG to purchase the Ontario Hotel with a $100,000 commission to Jianhua, an $850,000 commission to China International Education Group Co. Limited (“China International”), and a $250,000 commission to Fujian Morgan Network Technology Co. (“Fujian”). Holder Decl., ¶20, Ex. 31. Shino and Jianhua own both Fujian and China International. Ex. 2 (Shino Depo.), pp 63-65. AAMG and Velocity also executed a Commission, Confidentiality, and Non-Disclosure Agreement whereby Morgan would receive a $150,000 commission once the sale of the Ontario Hotel to “Starbridge” closed. Holder Decl., ¶21, Ex. 32.

Morgan, Starbridge Group, and Lancer also signed a Member Management Services Agreement in which Morgan would be paid $30,000 per month to manage Starbridge LLC at first, with a 3% increase annually. Holder Decl., ¶22, Ex. 33. Finally, Mr. J has provided the Ontario Hotel’s food and beverages since 2015 or 2016. Ex. 1 (Jianhua Depo.), at 195. Shino owns Mr. J. Ex. 1 (Jianhua Depo.), p. 195. Platinum, formerly co-owned by Jianhua, has always managed the Ontario Hotel for 3% of the gross revenue and Jianhua’s annual salary from Platinum is less than $100,000. Ex. 1 (Jianhua Depo.), p.190-91, 193.

Thus, Jianhua had every reason to help the Hotel succeed without majority ownership, including personal guaranties for the IHG License by which the Hotel would obtain the Crowne Plaza name (Shino Decl., ¶13; Jianhua Decl., ¶16, Ex. F), and for a $15 million Cathay Bank loan to Starbridge LLC to renovate the Hotel. Shino Decl., ¶13; Jianhua Decl., ¶17.

a. The 2013 Affirmation Agreement, Stock Certificate, and Starbridge Group Resolution

Yan posits (Opp. at 16) that, if the Jins really contributed over 2/3 of the capital to Starbridge Group, why did Jianhau state in four early documents—the 2013 Starbridge Group stock certificate showing that Starry holds 1,000 shares of Starbridge Group, the 2013 Affirmation Agreement, the October 30, 2013 Starbridge Group resolution, and the 2014 Starbridge Group tax return—that Starry was the 100% owner? Holder Decl., Exs. 11, 13, 18, 19. Jianhua testified that both the Starbridge Group resolution and 2013 stock certificate are authentic. Ex. 1 (Jianhua Depo.), pp. 110, 123-24.[12] Additionally, Starbridge Group’s tax return for December 2012 to September 2013 identifies Starry as the owner of 100% of its voting stock. Holder Decl., Ex. 13.

The Affirmation Agreement expressly states that Starbridge Group alone funded the purchase of the Ontario Hotel in exchange for a 60% interest in Starbridge LLC. Holder Decl., ¶10, Ex. 18. It adds that Lancer owns a 30% interest in Starbridge LLC, and Morgan owns a 10% interest. Holder Decl., ¶10, Ex. 18.

Jianhua states that the Affirmation Agreement was intended to affirm Lu’s agreement to repay the $10 million Shino had paid towards the Hotel purchase. Jianhua Decl., ¶12. Yet, that is not what the Affirmation Agreement states. It does not mention a promise by either Starry or Lu to repay Shino or Jianhau $10 million for the purchase of the Ontario Hotel. Holder Decl., ¶10, Ex. 18. Instead, it states without any qualification that Starry is the 100% owner of Starbridge Group and that Lu owns Starry. Ex. 18. It also recites deal terms for Morgan’s best efforts to obtain a construction loan, Lancer’s duty to obtain EB-5 marketing, and return of capital, as well as terms concerning a single-family home in Las Vegas, but nothing about repayment of $10 million to Shino. Ex. 18, pp. 1-3.

Shino argues that, in November 2013 -- a month after the Affirmation Agreement, the Starbridge Group stock certificate, and the Starbridge Group resolution -- Lu announced that he could not repay the money he owed Shino. Jianhua Decl., ¶12; Shino Decl., ¶9. At the time, the capitalization split of the purchase price was roughly 70% Shino, 30% Lu. Shino Decl., ¶9. According to Shino, while Lu’s refusal was disappointing, it was easy to adjust the business deal to reflect reality. Shino Decl., ¶9. They agreed to split Starbridge Group’s ownership with 70% valued at $14 million to AAMG and 30% valued at $6 million to Starry. Shino Decl., ¶9. An attorney in China drew up the Shareholder Agreement which Lu signed in December 2013. Shino Decl., ¶9, Ex. A.

According to Shino, Lu then requested a return of $3 million of his investment in the Hotel in 2014. Jianhua Decl., ¶13; Shino Decl., ¶10.[13] This return required money to go from Starbridge LLC to Starbridge Group and then to Starry. Jianhua Decl., ¶13. Because Starbridge LLC’s operating agreement did not expressly authorize an investment return, Jianhua executed a Starbridge LLC resolution authorizing the return on August 22, 2014. Jianhua Decl., ¶13, Ex. C. On August 25, 2014, Shino and Lu signed Starbridge Group meeting minutes authorizing the return. Shino Decl., ¶10, Ex. B. Jianhua wired the $3 million return out of Starbridge LLC’s account the next day. Jianhua Decl., ¶14, Ex. E. On August 26, 2014, he executed a Starbridge LLC resolution that reduced Starbridge Group’s shareholding in Starbridge LLC from 60% to 45.67%, increased Lancer’s holding from 30% to 40.75%, and increased Morgan’s holding from 10% to 13.58%. Jianhua Decl., ¶14, Ex. D.

This explanation does not make sense. When Lu received a return of $3 million of his investment in 2014, Shino had a controlling 70% interest in Starbridge Group. If Lu’s interest was supposed to be reduced, the reduction should have been in his (Starry’s) ownership interest in Starbridge Group, not a reduction of Shino’s own interest in Starbridge LLC. Why would Shino agree to reduce Starbridge Group’s interest in Starbridge LLC from a 60% majority position to a 45% minority position just because Lu received a $3 million return? Since Starbridge LLC paid the $3 million, there may also have been an adjustment required between Starbridge Group, Morgan, and Lancer, but not one that affected Shino’s ownership. If Shino actually put up $10 million, her explanation of the adjustment based on the $3 million return of capital to Lu does not make sense.[14]

Yan points to other inconsistencies. In January 2015, Jianhua signed the IHG License agreement to obtain the Crowne Plaza brand, representing that Starry was the 100% shareholder of Starbridge Group and that Lu was the 100% shareholder of Starry. Holder Decl., Ex. 20, p. 5186. On March 14, 2019, in connection with the $15 million Cathay Bank loan, Jianhua submitted an “Authorizing Resolution of the Sole Director and the Sole Stockholder of Starbridge Group Corp.” Holder Decl., Ex. 24. The resolution identified Lu as the “Sole Director” and Starry as the “Sole Stockholder.” Ex. 24, p. 4104. Jianhau certified as the Secretary of Starbridge Group that this resolution was “duly adopted” by the Sole Director and Sole Shareholder on March 14, 2019, effective as of March 1, 2013. Ex. 24, p. 4122. Opp. at 10.[15]

Shino acknowledges that Jianhau made these inconsistent representations about Starbridge Group’s ownership. Jianhau notes that some pre-date the Shareholder Agreement and were made in anticipation of the initial arrangement that Lu was supposed to fully fund the purchase of the Hotel in 2012. Jianhua Decl., ¶12. Those that post-date the Shareholder Agreement, even in documents signed by Jianhua—a non-native English speaker who relied on others to assist him (Jianhua Decl, ¶¶ 18-19) —do not invalidate or novate Starbridge Group’s Shareholder Agreement between Shino and Lu. They are simply mistakes, and not relevant to the issue of actual ownership of Starbridge Group’s shares. Pet. Op. Br. at 2-3.

Yan does not accept Jianhau’s contention that he relied on others due to his limited English and the court does not either. See Opp. at 11. Jianhau was represented by Cox for the Cathay Loan in 2019. Cox could not have obtained the information for the resolution other than from Jianhau or his agents. He signed a certification that the authorization was correct and personally guaranteed the Cathay Bank loan. He cannot rely on a language barrier to rebut the truth of these representations.

Shino argues that the December 2013 Shareholder Agreement between herself and Lu specifies their respective interests on Dec. 2, 2013 as 70% to Shino’s company, AAMG, and 30% to Lu’s Starry. Shino Decl., ¶9, Ex. A, art. 1. The Shareholder Agreement requires Lu to obtain Shino’s consent for any sale of shares and grants her a right of first refusal. See Ex. A, arts. 2, 5, §3. Transfers made in violation of the agreement “ha[ve] no effect.” Ex. A, art. 5. Further, a return of capital, or a failure to maintain the listed ownership percentage, will result in a recalculation of an owner’s percentage interest. Ex. A, art. 1, §§9-10. The Shareholder Agreement supersedes any prior agreement between the parties. Ex. A, Art. 10, §4. As a result, Lu’s stock transfer violates the Shareholder Agreement. Pet. Op. Br. at 1-2, 4, 12-13.

Shino’s entire position is dependent upon the authenticity of Lu’s signature on the Shareholder Agreement and the August 25, 2014 Starbridge Group meeting minutes, as well as the authenticity of the August 22, 2013 and August 26, 2014 Starbridge LLC resolutions signed only by Jianhau. If they are not genuine, then the ownership percentages, sale restrictions, and return of capital provisions have no relevance. The documents are not genuine.

Yan’s presents evidence that Lu’s signature on the Shareholder Agreement is a forgery. Chrisman opined that the differences between the known signature samples and the questioned signatures on the Shareholder Agreement are significant enough to provide a strong probability that Lu did not sign it. Chrisman Decl., ¶¶ 17(ii)-(viii), Ex. E. She opined that the differences between the known signature samples and the questioned signatures on the 2021 Authorizing Resolution are significant enough to provide a strong probability that Lu did not sign it. Chrisman Decl., ¶¶ 17(ii)-(viii), Ex. E. Finally, Chrisman opined that Lu’s signature on the August 25, 2014 Starbridge Group meeting minutes is identical to the 2019 Authorizing Resolution. Chrisman Decl., ¶¶ 8, 17(i), Exs. C, E. This raises the possibility that the questioned signature was transferred from the known signature or vice versa, or both signatures are transfers from a third, unknown document. Chrisman Decl., ¶4(b).

Shino’s expert Kuhn could not form an opinion as to the August 25, 2014 minutes, but he agreed with Chrisman that the signature is identical to K-10. Kuhn Decl., ¶11. Thus, he implicitly agreed that the questioned signature on the minutes could have been transferred. He found the Shareholder Agreement signature comparison inconclusive because he had only three known contemporaneous writing samples. Kuhn Decl., ¶11. He finally opined that the signature on the March 15, 2021 Authorizing Resolution was probably prepared by the same person who signed the known document samples. Kuhn Decl., ¶11. This is Kuhn’s only serious contradiction with Chrisman’s opinion but fails to explain the circumstantial evidence that the 2021 Authorizing Resolution was recently created. See n. 14 ante.

There are other reasons to believe that Yan and Chrisman are correct. As Yan points out (Opp. at 14-16), Jianhau has made inconsistent statements in his testimony and declarations.

Jianhau stated in his December 2021 declaration that Starbridge Group’s interest in Starbridge LLC had been reduced from 60% to 45% in 2014. Holder Decl., Ex. 28, ¶¶ 23, 24. But he certified to Cathay Bank in 2019 that Starbridge Group’s voting interest had increased from 60% to 100% in 2018. Holder Decl., Ex. 34, p. RESPS 4090. Likewise, the K-1s filed by Starbridge LLC through 2020 show that Starbridge Group has a 60% interest in Starbridge LLC. Ex. 35.

Jianhau stated in his December 2021 declaration that a March 2013 operating agreement controlled Starbridge LLC. Ex. 28, ¶¶ 8, 9. But he certified to Cathay Bank in 2019 that Starbridge LLC’s 2012 Operating Agreement, as amended on March 14, 2019, was in full force and effect. Ex. 34 p. RESPS 4014-16. No mention was made of the 2013 Operating Agreement.

Jianhau stated in his December 2021 declaration that Morgan is the manager of Starbridge LLC, and that it had been from inception. Ex. 28, ¶14. Yet, the 2019 submission to Cathay Bank reflects an amendment that Starbridge Group is the new manager of Starbridge LLC. Ex. 34 p. RESPS 4091. Starbridge LLC’s K-1’s back to 2014 also show Starbridge Group as the manager. Ex. 35. Jianhau has signed numerous loan modification agreements with Cathay Bank, both before and after his December 2021 declaration, and he signed all of them on behalf of Starbridge Group as the manager of Starbridge LLC. Exs. 36, 37.[16]

The documents relied on by Shino -- the Shareholder Agreement, the August 25, 2014 Starbridge Group meeting minutes, and the August 22, 2013 and August 26, 2014 Starbridge LLC resolutions – are not genuine.

Jianhua has actively managed the Hotel since 2013, including navigating it through the COVID-19 pandemic. He and his wife also personally guaranteed a $15 million construction loan to renovate the Hotel up to brand standards for affiliation as a Crowne Plaza. In contrast, Lu and Rongji were passive owners who were uninvolved in the Hotel’s operation. Thus, Jianhua may reasonably feel that it is his Hotel.

But it is not. Lu and Rongji funded the purchase, and Lu was the sole owner of Starbridge Group and 60% owner of Starbridge LLC and the Hotel until he sold his interest to Yan. Jianhua took advantage of the absence of Lu and Rongji to concoct fictitious documentation that Shino owns the vast percentage of Starbridge Group. This was false. Yan is the 100% owner of Starbridge Group and Shino had no right to vote at the October 2021 meeting.

Shino’s section 709 claim is denied. Yan’s counsel is ordered to prepare a proposed judgment, serve it on Shino’s counsel for approval as to form, wait ten days after service for any objections, meet and confer if there are objections, and then submit the proposed judgment along with a declaration stating the existence/non-existence of any unresolved objections. An OSC re: judgment is set for November 7, 2023 at 1:30 p.m.

[1] Shino requests judicial notice of the following: (1) the judgment in Mingxia Lu et al. v. Dos Lagos Regional Center, LLC et al., (“Lu”) Case No. CVRI2104945 (RJN Ex. A); (2) the complaint in Lu (RJN Ex. B); (3) the amended judgment in Helen Lee v. Huijun He et al., (“Lee”) Case No. 19STCV46869 (RJN Ex. C); (4) the notice of entry of judgment in Lee (RJN Ex. D); (5) the complaint in Lee (RJN Ex. E); (6) the complaint in Wei Ren v. Dos Lagos Center 4 et al., (“Ren”) Case No. 5:20-cv-009520JGBSHK (RJN Ex. F); (7) the complaint in Xiaoyan Tang v. Chuan Dong et al., Case No. CVRI2105465 (RJN Ex. G); (8) the Family Court filings for Zhiping Cai v. Lishan Huang, Case No. KD016028 (RJN Ex. H); (9) a New York Secretary of State filing for Great Fortune Development Fund, LLC (RJN Ex. I); (10) a California Secretary of State filing for WWL Holding LLC (RJN Ex. J); (11) a New York Secretary of State Filing for AAMG (RJN Ex. K); (12) a California Secretary of State Filing for Fu Bang Group Corp. (RJN Ex. L); (13) a California Secretary of State Filing for Sophie Roland International Inc. (RJN Ex. M); (14) a California Secretary of State electronic filing statement for the articles of incorporation for USA BAK Development LLC (RJN Ex. N); and (15) a Recorded Deed of Trust in favor of Mingzhe Li (RJN Ex. O). The requests are granted. Evid. Code §§ 452(c), (d).

[2] The court has ruled on the parties’ written evidentiary objections, which were sometimes overruled pursuant to Fibreboard Paper Products Corp. v. East Bay Union of Machinists, Local 1304, Seelworkers of America, AFL-CIO, (1964) 227 Cal.App.2d 675, 712 (court may overruled objection if any portion of objected to material is admissible). The parties’ objections to of expert declarations of William R. Ackerman (“Ackerman”), Alan G. Goedde (“Goedde”), and Beth Chrisman (“Chrisman”) were overruled on the ground that the evidence is foundational facts assumed by the expert for his or her opinion which must be independently proved by other evidence. See Evid. Code §802; People v. Sanchez, (2016) 63 Cal.4th 665, 670-71.

Yan’s motion to strike the Serafin declaration is granted. The motion is denied for the Pakshu Chan and Mona Zhang declarations (although almost all the objections to these declarations were sustained). The motion to strike is granted for the reply’s argument about the 2012 and 2013 Starbridge LLC operating agreements. See Reply at 2-3. New evidence/issues raised for the first time in a reply brief are not properly presented to a trial court and may be disregarded. Regency Outdoor Advertising v. Carolina Lances, Inc., (1995) 31 Cal.App.4th 1323, 1333.

[3] Exhibit 6 does not contain this evidence.

[4] He is referred to in the evidence as both “Longji” and “Rongji”.

[5] During the pendency of this lawsuit, on September 12, 2023, Shino filed a Certificate of Amendment in Nevada that amended the class of Starbridge Group stock to include 20,000 shares. Holder Decl., ¶9, Ex. 15. She attached a corporate resolution that authorized the corporation to issue 20,000 shares of common stock, with signatures from Shino and Jianhua dated January 10, 2023. Ex. 15.

[6] The 2012 and 2013 Operating Agreements of Starbridge LLC are not in issue in this case; the court has stricken Shino’s discussion of these battling agreements because it was raised for the first time in reply.

[7] Hotel employee Zhang states that Yan is a habitual liar. Zhang Decl., ¶8. Shino argues that Yan and her co-conspirators have left a trail of outstanding default judgments against them for fraud. See RJN Exs. A, C, D. Pet. Op. Br. at 12. Yan responds that these cases have nothing to do with this dispute. Yan Decl., ¶13. She also argues that Jianhua has plenty to answer for himself as he was sued for wage theft and pervasive sexual harassment at a karaoke bar he owned (Holder Decl., ¶28, Ex. 42), and sued or fraud in a real estate transaction. Holder Decl., ¶ 29, Ex. 43. Opp. at 18, n. 8. The court does not find these character assassinations to be helpful.

[8] Rongji’s statements to Bo Chen that he funded the Hotel purchase is hearsay and has been received only to explain Bo Chen’s course of action. Evid. Code §1250.

[9] Jianhua’s statements to Bo Chen are party admissions/authorized admissions. Evid. Code §§ 1220, 1222.

[10] When the funds were transferred into Starbridge LLC’s account, $7 million came from AAMG on December 13, 2012, $3.5 million came from AAMG on December 20, 2012, and $6 million from a Pt. VicValuta account as well as a Skylight Holdings Limited account. Holder Decl., ¶27, Ex. 41.

[11] Shino points to WeChat texts between Yan and Yu after Jianhau presented evidence of Yu’s $3 million capital return for the preliminary injunction hearing in the Starbridge Lawsuit. On November 17, 2021, Defendant Yan (her English name is Charlene) texted Lu for an explanation. Sargent Decl., Ex. 3, pp. 6561, 6565, 6543-45, 6567-71, 6573-76. Lu admitted to Yan that he received the $3 million as a return of investment and denied that it adjusted his share ratio. Ex. 3, p. 6569. Although Yan requested evidence, Lu did not provide it. Ex. 3, p. 6543; Ex. 2 (Yan Depo.), pp. 37, 39, 41. Pet. Op. Br. at 5-6. If anything, these texts show the bona fides of Yan’s purchase from Lu.

[12] Yan adds that a recent action by Jianhua to increase Starbridge Group’s authorization to issue stock is a sham. Starbridge Group is a Nevada corporation. Holder Decl., ¶4. Nevada law is clear that corporations must state “the number of shares the corporation is authorized to issue” in their articles of incorporation. Nev. Rev. Stat. §78.035. To modify the number of issued shares, the corporation must file with the Secretary of State either a “Certificate of Amendment” or a “Certificate of Change.” Nev. Rev. Stat. §§ 78.390, 78.209. Any purported change in the number of shares is ineffective absent agreement of the board of directors and a certificate filed with the state. See Nev. Rev. Stat. §§ 78.209, 78.380, 78.390. Yet, Starbridge Group’s Articles of Incorporation, signed by Jianhua in 2013, recite that the corporation is only authorized to issue 1,000 shares. Holder Decl., ¶5, Ex. 7. The 2013 stock certificate shows that Starry holds these 1000 shares. In a recent June 2023 submission to Cathay Bank, Jianhua confirmed that Starbridge Group’s Articles of Incorporation remained operative and unchanged. Holder Decl, ¶¶ 5, Exs. 8, 9. Opp. at 7.

Yan contends that this fact is “devastating” to Shino’s case, because Yan purchased all 1,000 shares in Starbridge Group. Yan Decl., ¶5, Ex. 4. Apparently, the Jins just realized this problem because, on September 12, 2023, a Certificate of Amendment was filed with the Nevada Secretary of State reciting that Starbridge Group now has 20,000 shares. Holder Decl., ¶ 9, Ex. 15. The Certificate of Amendment attaches a copy of a Corporate Resolution for Starbridge Group, dated January 10, 2023, stating that the company is authorized to issue 20,000 shares. Id. Yan argues that the new filing and supporting resolution are clearly a sham. Opp. at 7-8.

[13] Yan asked Lu in their WeChat text messages about Shino’s assertions that $3 million had been returned to Lu reducing his ownership in Starbridge Group. Sargent Decl., ¶4, Ex. 3, p. 6561. Lu admitted to the receipt of $3 million but stated that it was not for selling shares. Sargent Decl., ¶4, Ex. 3, p. 65.

[14] Yan submits that the purported reduction of Starbridge Group’s interest to 45% was invented by the Jins to avoid the preliminary injunction in the Starbridge Lawsuit, which relied on Starbridge Group having a majority position in Starbridge LLC. Opp. at 14, n. 6. The court need not subscribe to this theory to conclude that the reduction of Starbridge Group’s interest in Starbridge LLC makes no sense.

[15] Yan argues that Jianhua attempted to paper over the 2019 authorization by sending Cathay Bank a new version of the same document dated March 15, 2021, this time signed by Shino as “Majority Shareholder” and by Lu as “Stockholder”. Holder Decl., ¶16, Ex. 27. The 2021 authorization reflects the same Cox document identification and version number as the 2019 document. This means that Jianhua simply took the document and changed its contents. Compare Holder Decl., Ex. 24 and Ex. 27 (both referring to 104557551v1).

This fact suggests that no new Yu signature was obtained for the 2021 authorization, which is supported by Chrisman’s opinion that there is a strong probability that Lu’s signature on the document was forged. Chrisman Decl., ¶¶ 4, 17, Ex. E. Opp. at 10.

[16] Yan finds this troubling because her primary claim in the Starbridge Lawsuit was to oust Morgan as the manager and yet Morgan already had been removed as manager. Yan contends that Jianhau willfully hid this key fact from the court. Yan also notes that, as with the 2019 Authorizing Resolution stating that Starry was the sole shareholder in Starbridge Group, Jianhua tried to paper the admissions in his certifications to Cathay Bank, characterizing them as mistakes and submitting new certifications to Cathay Bank stating that the 2013 Operating Agreement controlled in 2019 and that Morgan was always the manager. Ex. 38. Opp. at 15-16.