LA DOLCE VITA FINE DINING COMPANY LIMITED and LA DOLCE VITA FINE DINING Civil Action No

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ______

LA DOLCE VITA FINE DINING COMPANY LIMITED and LA DOLCE VITA FINE DINING Civil Action No. 21-3178 GROUP HOLDINGS LIMITED,

Petitioners, - against - PETITION TO CONFIRM FOREIGN ARBITRAL ZHANG LAN, GRAND LAN HOLDINGS GROUP AWARDS AND FOR (BVI) LIMITED, QIAO JIANG LAN ENTRY OF JUDGMENT DEVELOPMENT LIMITED f/k/a SOUTH BEAUTY DEVELOPMENT LIMITED and APEX LEAD INVESTMENT HOLDINGS LIMITED,

Respondents. ______

Petitioners La Dolce Vita Fine Dining Company Limited (“LDV Company”) and La

Dolce Vita Fine Dining Group Holdings Limited (“LDV Holdings”) (collectively, “Petitioners”) by their attorneys, Katsky Korins LLP, respectfully petition for the relief requested herein as follows:

NATURE OF THE ACTION

1. By this action, Petitioners seek the following relief:

(i) Under the Convention on the Recognition and Enforcement of Foreign

Arbitral Awards (the “New York Convention”), recognized in the Federal Arbitration Act at 9

U.S.C. §§ 201-208, confirming two foreign arbitral awards, each dated April 28, 2019 and affirmed on appeal in December 2020 (the “Arbitral Awards” or the “Awards”)),1 entered in the

1 All of the documents referenced in this Petition will be filed as exhibits to the declaration dated April 13, 2021 of Steven B. Feigenbaum, Petitioners’ counsel, in support of the Petition (the “Feigenbaum Declaration”). The facts in this Petition are derived from the Feigenbaum Declaration. Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 2 of 18

related arbitrations in Beijing before the China International Economic and Trade Arbitration

Commission (“CIETAC”) and entitled, respectively, La Dolce Vita Fine Dining Company

Limited v. Zhang Lan, Grand Lan Holdings Group (BVI) Limited and Qiao Jiang Lan

Development Limited f/k/a South Beauty Development Limited, Case No. S20150473, and La

Dolce Vita Fine Dining Group Holdings Limited v. Zhang Lan and Grand Lan Holdings Group

(BVI) Limited, Case No. S20150474 (the “Arbitrations”);

(ii) A judgment on the Arbitral Awards in favor of Petitioners and against

Respondent Zhang Lan (“Zhang”) in the amount of $120 million (the “Judgment”).2

THE PARTIES

2. Petitioner LDV Company is a limited liability company incorporated under the laws of the Cayman Islands, with a registered office at PO Box 309, Ugland House, Grand

Cayman, KY1-1104, Cayman Islands. LDV Company is a wholly-owned subsidiary of non- party La Dolce Vita Fine Dining Holdings Limited, which in turn is a majority-owned subsidiary of LDV Holdings. LDV Company was a petitioner in the Arbitrations.

3. Petitioner LDV Holdings is a limited liability company incorporated under the laws of the Cayman Islands, with a registered office at PO Box 309, Ugland House, Grand

Cayman, KY1-1104, Cayman Islands. LDV Holdings is majority owned and controlled by non- party CVC Funds. LDV Holdings was a petitioner in the Arbitrations.

4. Respondent Zhang Lan is a citizen and resident of China. According to her New

York counsel in the Christie’s Attachment Proceeding, Zhang has an address at Unit 2310, 127

2 Petitioners originally moved on April 5, 2021 in the related attachment proceeding pending in this Court, La Dolce Vita Fine Dining Company et al. v. Zhang Lan et al., 19 Misc. 536 (ALC) (the “Christie’s Attachment Proceeding”), for the relief sought on this Petition. By Order dated April 7, 2021 in that proceeding, Judge Carter directed Petitioners to file this new civil action and re-file the motion here. The parties in this action are the same as those in the Christie’s Attachment Proceeding. 2 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 3 of 18

Building, Shi Li Pu Dong Li, Chaoyang District, Beijing, Post code 100025. Petitioners have been unable, however, to verify that that address, or any other address in Beijing that Zhang has been said to have, is accurate. Zhang was a respondent in the Arbitrations, and she owns and controls the other respondents in this action.

5. Respondent Grand Lan Holdings Group (BVI) Limited (“Grand Lan Holdings”) is a limited liability company incorporated under the laws of the British Virgin Islands, with a registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI.

Grand Lan Holdings is 100% owned by Zhang. Grand Lan Holdings was a respondent in the

Arbitrations.

6. Respondent Qiao Jiang Lan Development Limited f/k/a South Beauty

Development Limited (“Qiao Jiang Lan,” and together with Zhang and Grand Lan Holdings, the

“Arbitral Respondents”) is a limited liability company incorporated under the laws of the British

Virgin Islands, with a registered office at PO Box 957, Offshore Incorporations Centre, Road

Town, Tortola, BVI. Qiao Jiang Lan is 100% owned by Zhang. Qiao Jiang Lan was a respondent in the Arbitrations.

7. Respondent Apex Lead Investment Holdings Limited (“Apex”) is a holding company organized under the laws of Seychelles and incorporated there on May 26, 2014. Apex has a registered mailing address at P.O. Box 1239, Offshore Incorporations Centre, Victoria,

Mahe, Republic of Seychelles, but according to certain documents that Christie’s New York

(“Christie’s”) produced in response to a subpoena, Apex prefers to receive correspondence at a different address – 3408 One Exchange Square, 8 Connaught Place, Central, Hong Kong – that is the mailing address for another company that Zhang either owns or uses as her investment advisors. Apex was created two weeks after Zhang purchased the artworks that are the subject of

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the Christie’s Attachment Proceeding. Zhang’s son, Wang Xiaofei (“Wang”), was at least originally identified as Apex’s sole shareholder, though Apex’s New York counsel told

Christie’s in March 2016 that Apex is owned by an entity known as Metro Joy Trust, over which

Zhang is believed to have full control.

8. Petitioners and Respondents are the same parties as in the Christie’s Attachment

Proceeding.

JURISDICTION AND VENUE

9. This Petition seeks confirmation of two foreign arbitral awards, and a judgment thereon, under 9 U.S. § 207, which is part of the Convention on the Recognition and

Enforcement of Foreign Arbitral Awards (the “New York Convention”), recognized and implemented by the United States under Chapter Two of the Federal Arbitration Act, 9 U.S.C.

§§ 201-208.

10. Under 9 U.S.C. § 202, the New York Convention governs here because the

Arbitral Awards are foreign awards, rendered in Beijing, that involved all foreign parties and events that all occurred outside the United States. The Court accordingly has subject matter jurisdiction under 9 U.S.C. § 203. The Court has original jurisdiction under 28 U.S.C. § 1331, since the action arises under the laws of the United States, and specifically Chapter Two of the

Federal Arbitration Act.

11. The Court has personal jurisdiction over respondent Zhang, against whom the

Petition seeks relief, under CPLR § 302(a), including § 302(a)(1). As detailed below and in the

Feigenbaum Declaration and Petitioners’ memorandum of law, the Court’s personal jurisdiction is grounded in, among other things, Zhang’s direct participation in a May 2014 auction at

Christie’s held in New York City, her purchase in New York City of the two artworks attached in the Christie’s Attachment Proceeding, and her simultaneous manipulation of Christie’s invoices 4 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 5 of 18

and related documents by using Apex to camouflage her purchase as part of her effort to secrete her assets and immunize them from eventual execution.

12. Venue is appropriate in this District pursuant to 9 U.S.C. § 204 and 28 U.S.C.

§ 1391(b)(2), since the artworks on which Petitioners will eventually seek to execute were purchased in and remain within this District and otherwise under the control of Christie’s, whose office is in this District.

PROCEDURAL BACKGROUND

13. On November 18, 2019, Petitioners commenced the Christie’s Attachment

Proceeding by a petition (the “Original Petition”) for an ex parte order of attachment pursuant to

New York CPLR § 7502(c) and Article 62, as incorporated by Fed. R. Civ. P. 64. The Original

Petition sought to attach, in aid of the Arbitrations, two artworks that Zhang purchased at an auction at Christie’s held on May 12, 2014: (i) Andy Warhol’s “Little Electric Chair” (1965), purchased for $10.5 million, and (ii) Martin Kippenberger’s untitled self-portrait (1988), purchased for $18.6 million (collectively, the “Artworks”). On November 21, 2019, the Court entered an order attaching the Artworks (the “Attachment Order”). At that time, the Arbitral

Awards, which award Petitioners the combined amount of $142,463,666.28, plus interest, against

Zhang and her two wholly-owned companies, Respondents Grand Lan Holdings and Qiao Jiang

Lan, were still subject to an appeal in Beijing.

14. Six weeks later, on December 31, 2019, Apex, through its New York counsel, first contacted Petitioners’ counsel, claiming that it owned the Artworks. Apex is a shell company that Zhang incorporated in the Republic of Seychelles on May 26, 2014 – two weeks after the May 12, 2014 auction at Christie’s – with her son, Wang, as its sole shareholder.

Apex’s only purpose was to serve as the entity into which Zhang placed ostensible ownership of

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the Artworks as part of her effort to secrete her assets worldwide in anticipation of the eventual entry of the Arbitral Awards. After the Court, by Opinion and Order dated December 11, 2020, denied the original Respondents’ motion to vacate the Attachment Order, Petitioners filed an amended petition dated December 31, 2020 adding Apex as an intervenor-respondent. As of the time of this Petition, Apex and the original Respondents are still in the midst of responding to

Petitioners’ discovery requests served in late December 2020 or, as to Apex, early January 2021.

15. By separate but substantively identical decisions dated, respectively, December

29 and December 31, 2020 and issued in early February 2021, the Second China International

Commercial Court (“CICC”) affirmed the Arbitral Awards, rejecting Respondents’ position on appeal and dismissing their application to set aside the Awards. Now that the Arbitral Awards have been confirmed on appeal, and based on the Court’s personal jurisdiction over Zhang, the

Awards may be confirmed under the New York Convention, and a judgment may be entered against Zhang. At this time, having as yet received no documents from the original Respondents,

Petitioners do not seek to have the judgment entered against Grand Lan Holdings or Qiao Jiang

Lan because they, as distinct from Zhang, do not appear to have been involved in the events giving rise to the Court’s personal jurisdiction over Zhang. Petitioners reserve the right to seek an amended judgment that covers the corporate Respondents to the extent evidence establishing such involvement, or evidence confirming that the corporate Respondents are merely alter egos of Zhang, later emerges.

16. The judgment sought by Petitioners on this Petition is not for the full amount, more than $142 million, of the Arbitral Awards. As discussed in ¶40 below, Petitioners have another pending related attachment proceeding before this Court, La Dolce Vita Fine Dining

Company et al. v. Zhang Lan et al., 20 Misc. 200 (ALC) (“Metro Joy I”), in which they have

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attached a condominium apartment at the Baccarat Hotel & Residences (the “Baccarat”), in midtown Manhattan, that Zhang owns through another shell company, Metro Joy International

LLC (“Metro Joy”). On April 9, 2021, pursuant to an April 7, 2021 Order by Judge Carter in

Metro Joy I identical to the April 7, 2021 Order entered in the Christie’s Attachment Proceeding,

Petitioners commenced a related civil action in this Court, La Dolce Vita Fine Dining Company et al. v. Zhang Lan et al., 21 Civ. 3071 (“Metro Joy II”), by petition seeking an order confirming the Arbitral Awards and a limited judgment against Zhang capped by Petitioners’ share of the net proceeds from an eventual sale of the apartment. In addition, there are pending costs applications in the Arbitrations that are independent of the Arbitral Awards. Although

Respondents have almost no chance of prevailing on their costs application, and considering that

Petitioners’ share of the net proceeds from a sale of Metro Joy’s apartment cannot be determined until after any such sale has closed, the judgment sought on this Petition is for an amount well below the sum of what Respondents seek on their application and the maximum amount that

Petitioners could recover upon the sale of the Baccarat apartment.

17. Finally, because neither Zhang nor Metro Joy has ever appeared in Metro Joy I and may well default in Metro Joy II, the Court, by the time it rules on this Petition, will likely have already ruled on the Petition in Metro Joy II, and specifically on the legal issue of whether the Arbitral Awards may be confirmed under the New York Convention. In that event, the Court will not need to rule on that issue – the facts relevant to which are stated Section II below – on this Petition. This Petition still differs, however, from the Petition in Metro Joy II insofar as it has a different jurisdictional basis (see Section II below) and seeks the entry of a far larger judgment against Zhang (see Section III below).3

3 Because Zhang and Apex contest, baselessly, Zhang’s ownership of the Artworks, and because the ownership issue has not yet been ruled on, Petitioners do not now also move to enforce the requested judgment. 7 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 8 of 18

FACTUAL BACKGROUND

I. The Arbitrations, the Arbitral Awards, and the Affirmance of the Awards on Appeal

18. The Arbitrations, consolidated in a single proceeding, commenced on March 5,

2015 and continued for two-and-half years, resulting in awards in Petitioners’ favor totaling more than $142 million. Summarized below are the main facts elicited at the Arbitrations, the

Arbitral Awards themselves, and the recent court decisions unanimously affirming the Awards.

A. The Main Facts Underlying Petitioners’ Claims Against Respondents in the Arbitrations

19. The facts underlying Petitioners’ claims against Respondents in the Arbitrations are set forth in detail in the Arbitral Awards. What follows is a general overview of the transactions and other facts that gave rise to the Arbitrations.

(i) Petitioners’ Acquisition of Respondents’ Controlling Shares in the Companies Owning and Operating the South Beauty Chain of Restaurants in China

20. In December 2013, the Petitioners acquired a majority stake in South Beauty

Investment Company Limited (“South Beauty”), which, in turn, owned a chain of restaurants in

China known by the name “South Beauty.” The acquisition was completed in two stages.

a. On December 9, 2013, LDV Company entered into a sale and purchase agreement (the “LDV Company SPA”) that provided for LDV Company to acquire 100% of the shares in South Beauty and for (i) 27.3% of the shares in La Dolce Vita Fine Dining Holdings

Limited (i.e., the parent company of LDV Company and South Beauty) to be issued to Grand

Lan Holdings, and (ii) a total of 3.5% of the shares in La Dolce Vita Fine Dining Holdings

Limited to be issued to Qiao Jiang Lan.

b. On December 13, 2013, LDV Holdings entered into a further sale and purchase agreement with Zhang and Grand Lan Holdings (the “LDV Holdings SPA”), and

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together with the LDV Company SPA, the “SPAs”). Under that agreement, LDV Holdings acquired nearly half of the shares of La Dolce Vita Fine Dining Holdings Limited that had previously been issued to Grand Lan Holdings, such that Grand Lan Holdings ultimately retained a 13.8% interest in La Dolce Vita Fine Dining Holdings Limited and in its subsidiary South

Beauty restaurants in China. (The two SPAs are referred to collectively as the “Acquisition.”)

21. In all, Petitioners paid Zhang and her companies a total of $286,850,887 under the

SPAs. Following the Acquisition, South Beauty and its chain of restaurants were majority

(82.7%) owned and controlled by Petitioners.

(ii) Petitioners’ Post-Acquisition Realization that South Beauty Was Significantly Underperforming Expectations

22. In February 2014, shortly after the Acquisition, Zhang informed Petitioners that

South Beauty’s financial performance had significantly worsened after the Acquisition, as reflected in South Beauty’s financial results for the second quarter of 2014. Petitioners then commenced their own investigation of South Beauty, including the engagement of forensic accountants and other experts to review South Beauty’s business performance and operational data and analyze its financial information. Through their investigation, Petitioners learned by early 2015 that South Beauty’s transaction sales data had been pervasively manipulated between at least January and April 2014, and that it was highly likely that a similar manipulation of sales data had taken place in 2013, before the Acquisition.

23. After coming to realize that South Beauty’s financial condition had been misrepresented, Petitioners commenced legal proceedings in Hong Kong and Singapore to freeze

Respondents’ assets. On February 26, 2015 and March 2, 2015, Petitioners were granted ex parte injunction orders in Hong Kong and Singapore freezing Respondents’ assets. Petitioners sought the injunction orders in anticipation of commencing arbitral proceedings against

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Respondents under the respective arbitration clauses, Sections 10 and 13, in each SPA requiring that disputes under the SPA be submitted to CIETAC for binding arbitration.4

B. Petitioners’ Commencement of the Arbitrations and the Panel’s Eventual Issuance of the Arbitral Awards

24. On March 5, 2015, Petitioners commenced the Arbitrations, asserting claims in each Arbitration for, among other things, fraud and misrepresentations by Respondents in connection with the Acquisition. Petitioners commenced two arbitrations because there were two SPAs, but the factual allegations and claims were substantively identical in each one.

25. Over the next two and a half years, the parties participated in contested proceedings, governed by CIETAC’s 2012 procedural rules, that included the introduction of voluminous documentary and testimonial evidence and the submission of extensive expert reports. In November 2017, the arbitral panel held a joint, multi-week hearing on the merits in both Arbitrations, effectively consolidating the Arbitrations insofar as they involved the same parties, facts and claims. A further one-day hearing was held in March 2018, at which counsel on both sides continued their legal arguments. Following the hearings, the arbitral panel ordered and entertained certain post-hearing matters that were addressed well into 2018.

26. On April 28, 2019, the arbitral panel issued the Arbitral Awards, finding in

Petitioners’ favor on their misrepresentation and contract claims, dismissing Respondents’ counterclaims, and awarding (i) on the first Award, $92,029,457.28 in compensatory damages, plus interest as of April 28, 2019, in favor of LDV Company and against Zhang, Grand Lan

Holdings and Qiao Jiang Lan; and (ii) on the second Award, $50,434,209 in compensatory

4 Zhang has been sentenced to prison by a Hong Kong court, for contempt of court, for failing to disclose her assets as part of a Mareva injunction freezing all of her assets worldwide. 10 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 11 of 18

damages, plus interest as of April 28, 2019, in favor of LDV Holdings and against Zhang and

Grand Lan Holdings. The combined principal amount of the Awards is $142,463,666.28.

C. Respondents’ Appeal of the Arbitral Awards, and the Appellate Court’s Unanimous Affirmance of the Awards

27. On July 8, 2019, Respondents appealed the Arbitral Awards by filing two applications to set aside the Awards with the CICC. Respondents based the appeal on their position that the panel of three arbitrators had been improperly constituted, and that CIETAC should have appointed all three members of the panel pursuant to a provision, Article 27.3, of the

CIETAC Rules.5

28. By separate but substantively identical decisions dated, respectively, December

29 and December 31, 2020 and issued in early February 2021 (the English translations of which are annexed as Exs. 4 and 5), the CICC affirmed the Arbitral Awards, rejecting Respondents’ position and dismissing their application to set aside the Awards. In brief, the CICC ruled that:

a. The parties’ arbitration agreement entitled Petitioners and Respondents each to nominate one of the three arbitrators comprising the panel. When one side does not exercise that right for any reason – as Respondents declined to do – the other side’s right is unaffected. Article 27.3 of the CIETAC Rules accordingly did not apply.

b. Although each Respondent is a separate entity, Zhang (i) is the sole director and shareholder of Grand Lan Holdings, and one of only two directors of Qiao Jiang

Lan; and (ii) had been authorised to act on all Respondents’ behalf throughout the Arbitrations.

So by refusing to jointly nominate an arbitrator, Respondents had acted in bad faith.

5 Shortly before the appeal was filed, Petitioners and Respondents filed their submissions for the costs incurred in the Arbitrations. In the costs submissions, Petitioners and Respondents state that they incurred costs totaling, respectively, approximately $15.8 million and $9.8 million, and each side seeks to have the other side pay its costs. As of the time of this Petition, no ruling has as yet been made on the allocation of costs, due primarily to Respondents’ ongoing refusal to pay their share of the CIETAC and tribunal fees. But the ruling on those applications will be rendered in an award separate from the Arbitral Awards and will not affect this Petition. 11 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 12 of 18

c. Respondents had been “opportunistic” when they sought to nominate a particular arbitrator while at the same time reserving the right to challenge the constitution of the panel at a later stage. The CICC characterized that, too, as behaviour that should not be allowed.

29. The CICC decisions upholding the Arbitral Awards are final and not subject to appeal. They accordingly render the Arbitral Awards final and ready to be confirmed.

II. The Facts Underlying the Court’s Personal Jurisdiction Over Zhang: Zhang’s Bidding at Christie’s Auction in New York, Her Payments for the Artworks in New York, and Her Simultaneous Effort to Hide Her Purchase and Ownership of the Artworks

30. As shown in Petitioners’ brief that will be filed soon after this Petition, the Court has jurisdiction to confirm the Arbitral Awards based on its subject matter jurisdiction under the

Federal Arbitration Act and its quasi-in-rem jurisdiction over the Artworks at Christie’s. But because Zhang and Apex contest, however baselessly, Zhang’s ownership of the Artworks, and because the ownership issue has not yet been presented to the Court to rule on, Petitioners do not base the relief sought on this Petition on the Court’s quasi-in-rem jurisdiction over the Artworks, but rather on its personal jurisdiction over Zhang under CPLR § 302(a)(1). The Court’s personal jurisdiction is grounded in Zhang’s participation in the May 2014 Christie’s auction in New

York, her purchase of the Artworks in New York, and her simultaneous manipulation of

Christie’s invoices and related documents by using Apex to camouflage her purchase as part of her effort to secrete her assets and immunize them from eventual execution. The facts underlying the Court’s personal jurisdiction, which come mainly from Christie’s documents and in part from Apex’s – as noted, Zhang herself has yet to produce a single document in the more than nearly four months since she was served with a document request – are as follows:

31. On or about May 12, 2014, Christie’s, whose New York City office is located at

20 Rockefeller Plaza, created a new account for Zhang that was intended to be anonymous. At the time, Zhang already had a client account with Christie’s, but she arranged for an anonymous 12 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 13 of 18

account to be created on her behalf in connection with an auction that was scheduled to take place that same day. When a Christie’s employee asked Zhang’s agent at Christie’s, Xin Li, by email for the “identity of this new anon record,” Xin Li replied, “Yes. It’s Zhang Lan 4098

8289.” (CHR_LDV_000004-05)6

32. Zhang, through her agent in New York, directly participated in the May 12, 2014 auction at Christie’s, at which she successfully bid on the Artworks. Her purchase of the

Artworks was reported in an article published on ArtNet News dated May 30, 2014, which identified, accurately, the Artworks as Andy Warhol’s “Little Electric Chair” (1965) (purchased for $10.5 million) and Martin Kippenberger’s untitled self-portrait (1988) (purchased for $18.6 million). The article describes how Zhang was “bidding through Christie’s specialist Xin Li over the telephone,” and that “she proved a tenacious competitor, sometimes jumping the bid higher in $1 million increments as opposed to the typical $250,000 or $500,000 jumps seen at that price level.” According to the article, when Zhang raised her bid on the Kippenberger painting from

$12.5 million to $13.5 million, there were “gasps in the salesroom.” Zhang’s purchases of the

Artworks were also reported in an article published in May 2015 on China Daily Asia’s website.

33. Documents produced by Christie’s further evidence Zhang’s participation in the

May 12, 2014 auction in New York. Days after the auction, Christie’s – which at all relevant times acted through its New York office – issued an invoice for the Artworks to the same anonymous client account – a “Anon 9 – Xin Li” – that had been created for Zhang on or about the same day of the auction. (CHR_LDV_000004-05, CHR_LDV_000037) On May 20, 2014,

Christie’s issued an “Extended Payment Terms Summary” to “Ms. Zhang Lan” at a Beijing

6 Although Christie’s designated as confidential most of the documents that it produced in response to Petitioners’ non-party subpoena, Christie’s has since agreed that Petitioners may publicly file the Christie’s emails annexed as exhibits to the Feigenbaum Declaration so long as the names of its employees – other than Xin Li – are redacted, as Petitioners have done. 13 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 14 of 18

address setting forth a payment schedule for the Artworks. (CHR_LDV_000038) The invoice included “Christie’s New York Wire Transfer” instructions, with a New York City address for

Christie’s bank, JPMorgan Chase Bank, N.A.

34. As part of her efforts to secrete the Artworks, Zhang, at the time she received

Christie’s invoice and payment terms, instructed Xin Li to alter the billing for her purchases so as to suggest that she herself was not the buyer. Thus, on June 9, 2014, Christie’s employees raised internally that Zhang – whom they referred to as the “actual buyer” who “bought [the

Artworks] in our NY evening sales” – wanted payment for the Artworks to be processed by her son, Wang Xiaofei, through “his personal or BVI account.” (CHR_LDV_000072)

35. Christie’s then amended its documentation to reflect that payment for the

Artworks would be made by Apex, which was identified as having a Seychelles address and appeared to be associated with Wang, and which did not even exist at the time of the May 12 auction and obviously had nothing to do with the bidding on the Artworks. As evidenced by documents produced by Christie’s and Apex, Apex was incorporated in Seychelles on or about

May 26, 2014 – two weeks after Zhang successfully bid on the Artworks at Christie’s May 12 auction – and Wang became its sole shareholder and director on or about June 9, 2014 – the same date that Zhang requested to have payment for the Artworks processed through Wang.

(See Certificate of Incorporation; Certificate of Incumbency; Original Register of Directors)

Upon establishing Apex, Zhang did not fund it with capital – another sign that Apex was never meant to be a legitimate company with actual operations. Thus, as shown in the Certificate of

Incumbency, Wang was given one share of Apex valued at $1. And as Apex’s counsel confirmed in response to Petitioners’ document request, “business and marketing plans for Apex do not exist.”

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36. Although Zhang tried to hide that she herself bought the Artworks – by using an anonymous account and by having Christie’s amend the billing documentation to suggest that

Apex would be paying for the Artworks – further evidence betrays her efforts and confirms that she alone paid for the Artworks. Under the Extended Payment Terms Summary, the Artworks were to be paid in three separate installments: $12,057,000 by June 11, 2014, $12,057,000 by

August 8, 2014, and $5,000,000 by September 9, 2014. The documentary evidence shows that

Zhang herself made each of those payments. Thus:

(i) On or about June 10, 2014, Zhang authorized a wire transfer of $12,057,000 from her account at UBS AG to her son’s account at UBS AG, and the transfer was confirmed on June 12, 2014. On June 16, 2014, Zhang’s son wired the same amount, $12,057,000, from his UBS AG account to Christie’s JPMorgan account in New York. (APEX0000088)

(ii) On or about July 30, 2014, an individual within Christie’s Client Operations and Accounting department checked with Xin Li on the status of the second installment payment then coming due on August 8. Xin Li responded that she had “sent reminder a couple of days ago to the client, she” – a reference to Zhang – “is aware of the payment date.” (CHR_LDV_000136) (emphasis added)

(iii) On or about August 7, 2014, Zhang wired an additional $12,057,000 to her son’s UBS account. On August 8, 2014, Zhang’s son wired the same amount, $12,057,000, from his UBS AG account to Christie’s JPMorgan account in New York. (APEX0000157)

(iv) On or about September 9, 2014, the due date of the final installment payment, an agent of Zhang’s, Rebecca Mo, emailed Xin Li of Christie’s to inform her that “since Ms. Zhang is out of town, the final payment of the painting will be delayed a couple of days, we’ll let you know once it’s done.” (CHR_LDV_000213-20)

(v) On or about September 25, 2014, Zhang wired an additional $5,000,000 to her son’s account at UBS AG, and the transfer was confirmed on September 29, 2014. On September 30, 2014, Zhang’s son wired the same amount, $5,000,000, from his UBS AG account to Christie’s JPMorgan account in New York. (APEX0000161)

37. That Zhang injected herself into New York to bid on the Artworks at a Christie’s auction in New York accords with her history as an art collector. Zhang is known as a public and prolific collector of modern art. In an interview published by Christie’s in 2015, she stated,

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“I don’t have any savings in the bank. My savings are my art collection.” She added that her

“collection consists of 300 to 400 artworks.” Zhang has in fact stored and maintained the

Artworks at Christie’s, in a storage facility in New York, ever since she purchased them. In the

2015 Christie’s interview, Zhang explained where she keeps her artworks: “I don’t show art at home; I think homes are for living in. I prefer to keep my collection in professional storage facilities to protect it in the long term.” Christie’s has since confirmed that it continues to hold the Artworks. (See Garnishee’s Statement)

38. Zhang also utilized New York’s legal system to help create a medley of companies, including Apex, that were used to hide her ownership of the Artworks, the attached

Baccarat condominium (Apt. 39A) in Metro Joy, and another Baccarat condominium (Apt. 21B) that Zhang was able to sell just before the Metro Joy proceeding was commenced. The facts connecting these entities are as follows: On January 2, 2014, Zhang created an entity called

Metro Joy International Limited and incorporated it in the British Virgin Islands. On March 20,

2014, Metro Joy – i.e., Metro Joy International LLC – was registered as a domestic limited liability company with New York Department of State’s Division of Corporations, with an address at 200 West 90th Street in Manhattan. (Metro Joy’s NYS DOS Record) Also on March

20, 2014, an entity called Metro Joy Management LLC was registered as a domestic limited liability company with New York Department of State’s Division of Corporations, and gave the same address as Metro Joy’s. Zhang put her ownership of Baccarat Apt. 39A in Metro Joy’s name, and of Baccarat Apt. 21B in Metro Joy Management LLC’s name. Zhang also created a fourth Metro Joy entity, Metro Joy Trust, whose Deed of Addition of Assets dated November 4,

2014 states that it owns Apex and what appears to be a second entity with the name Metro Joy

International Limited, which was incorporated in the Cook Islands.

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39. In sum, the foregoing evidence shows that Zhang undertook multiple acts in New

York to further her scheme to secrete her assets in anticipation of being sued by Petitioners for her misrepresentations in connection with the sale of her restaurant chain to them.

III. The Amount for Which Petitioners Seek a Judgment

40. The Arbitral Awards total $142,463,666.28, plus interest, and Petitioners, upon confirmation of the Awards, would ordinarily be entitled to a judgment equal to that principal amount plus all interest that has accrued thereon since April 28, 2019, when the Awards were issued. Petitioners do not, however, seek a judgment for that amount, but rather for a lesser amount, $120 million, to account for two factors. First, as explained in Petitioners’ counsel’s declaration on their petition in Metro Joy II, the judgment that Petitioners seek on that petition – the amount of which is now uncertain and will depend mainly on the sale price for the attached apartment – could realistically be, at most, around 4% of the combined principal amount of the

Arbitral Awards, or roughly $5.7 million. (See Feigenbaum Declaration in Metro Joy II (ECF

No. 10) at ¶25). Second, as set forth in footnote 5 above, Respondents seek $9.8 million in costs from Petitioners on their still-pending costs application in the Arbitrations. Having lost in the

Arbitrations and on appeal, Respondents have almost no chance of recovering that or any other amount from Petitioners; in all likelihood, Petitioners will be awarded their costs, thereby adding to Respondents’ liability.

41. Nonetheless, to ensure that no judgment be entered in this action in an amount beyond what Petitioners would be entitled to if they lost on the costs applications and recovered a maximum amount on a sale of the apartment in Metro Joy II, Petitioners seek a judgment conservatively limited to $120 million. The sum of the two judgments, if entered, in Metro Joy

17 Case 1:21-cv-03178-UA Document 1 Filed 04/13/21 Page 18 of 18

II and in this action will accordingly be at least $15 million below the combined principal amount of the Arbitral Awards.

42. Although Petitioners previously applied in the Christie’s Attachment Proceeding for the relief sought in this action, Judge Carter directed Petitioners to seek that relief anew in this new civil action. Petitioners have not otherwise applied for the relief sought herein.

CONCLUSION

43. For the foregoing reasons, Petitioners respectfully request that the Petition be granted, that the Arbitral Awards be confirmed, and that proposed judgment against Zhang in the amount of $120 million be entered.

Dated: New York, New York April 13, 2021 KATSKY KORINS LLP

By: /s/Steven B. Feigenbaum Steven B. Feigenbaum Timothy J. Holland 605 Third Avenue New York, New Yok 10158 (212) 953-6000 [email protected] [email protected] Attorneys for Petitioners La Dolce Vita Fine Dining Company Limited and La Dolce Vita Fine Dining Group Holdings Limited