Case 20-35623 Document 28 Filed in TXSB on 12/09/20 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 15 § ROCK INTERNATIONAL INVESTMENT INC.,1 § Case No. 20-35623 (MI) § Debtor. § § DEBTOR’S WITNESS AND EXHIBIT LIST FOR HEARING SCHEDULED FOR DECEMBER 11, 2020 The above-captioned debtor and debtor in possession (the “Debtor”) hereby files this Witness and Exhibit List for the hearing to be held on December 11, 2020, at 9:45 a.m. (prevailing Central Time) (the “Hearing”) as follows:2 WITNESSES The Debtor may call the following witnesses at the Hearing:3 1. Xing Guan, Foreign Representative to the Debtor; 2. Alexander Teck Chai Ridgers, Foreign Counsel to the Debtor; 3. Rebuttal witnesses as necessary; and 4. Any witness called by any other party. 1 The Debtor in this chapter 15 proceeding is Rock International Investment Inc. The Debtor’s service address for purposes of this chapter 15 case is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. 2 The Debtor reserves the right to amend this Witness and Exhibit List after reviewing any objections. 3 The Debtor reserves the right to cross-examine any witness called by any other party at the Hearing. Case 20-35623 Document 28 Filed in TXSB on 12/09/20 Page 2 of 5 DEBTORS’ EXHIBITS DISPOSITION DESCRIPTION W/D AFTER TRIAL MARK OFFER ADMIT OBJECT EXHIBIT Declaration of Foreign Representative 1 Pursuant to 11 U.S.C. § 1515 and Rule 1007(a)(4) of the Federal Rules of Bankruptcy Procedure and in Support of Verified Petition for (I) Recognition of Foreign Proceeding, (II) Recognition of Foreign Representative, and (III) Related Relief under Chapter 15 of the Bankruptcy Code [Docket No. 3] Declaration of Foreign Counsel in 2 Support of Verified Petition for (I) Recognition of Foreign Proceeding, (II) Recognition of Foreign Representative, and (III) Related Relief under Chapter 15 of the Bankruptcy Code [Docket No. 4] 3 Sanction Order [To be Filed] Exhibit A to the Verified Petition – The 4 Scheme [Docket No. 2] Exhibit B to the Verified Petition – The 5 Explanatory Statement Exhibit C to the Verified Petition – 6 Director’s Resolutions [Docket No. 2] Exhibit D to the Verified Petition – 7 Convening Order [Docket No. 2] Any document or pleading filed in the above-captioned main case Any exhibit necessary for impeachment and/or rebuttal purposes Any exhibit identified or offered by any other party 2 Case 20-35623 Document 28 Filed in TXSB on 12/09/20 Page 3 of 5 RESERVATION OF RIGHTS The Debtor reserves the right to call or to introduce one or more, or none, of the witnesses and exhibits listed above, and further reserve the right to supplement this list prior to the hearing. 3 Case 20-35623 Document 28 Filed in TXSB on 12/09/20 Page 4 of 5 Houston, Texas December 9, 2020 /s/ Matthew D. Cavanaugh JACKSON WALKER LLP Matthew D. Cavenaugh (TX Bar No. 24062656) Kristhy M. Peguero (TX Bar No. 24102776) Veronica A. Polnick (TX Bar No. 24079148) 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: [email protected] [email protected] [email protected] Counsel to the Foreign Representative 4 Case 20-35623 Document 28 Filed in TXSB on 12/09/20 Page 5 of 5 Certificate of Service I certify that on December 9, 2020, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Matthew D. Cavenaugh Matthew D. Cavenaugh 5 CaseCase 20-35623 20-35623 Document Document 28-1 3 Filed Filed in in TXSB TXSB on on 11/19/20 12/09/20 Page Page 1 1of of 36 36 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 15 § ROCK INTERNATIONAL INVESTMENT INC.,1 § Case No. 20-35623(MI) § Debtor. § § DECLARATION OF FOREIGN REPRESENTATIVE PURSUANT TO 11 U.S.C. § 1515 AND RULE 1007(a)(4) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND IN SUPPORT OF VERIFIED PETITION FOR (I) RECOGNITION OF FOREIGN PROCEEDING, (II) RECOGNITION OF FOREIGN REPRESENTATIVE, AND (III) RELATED RELIEF UNDER CHAPTER 15 OF THE BANKRUPTCY CODE I, Xing Guan, to the best of my information and belief, state as follows: 1. I am over the age of 18 and, if called upon, could testify to all matters set forth in this declaration based upon my own personal knowledge except for those portions specified as being otherwise. I am making this declaration in accordance with section 1515 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 1007(a)(4) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). 2. The sole director of Rock International Investment Inc. (the “Debtor”), a company incorporated with limited liability under the laws of the British Virgin Islands (“BVI”), appointed me as foreign representative (the “Foreign Representative”) and authorized me to commence this chapter 15 case (the “Chapter 15 Case”). With respect to the Chapter 15 Case of Rock International 1 The Debtor in this chapter 15 proceeding is Rock International Investment Inc. The Debtor’s service address for purposes of this chapter 15 case is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. CaseCase 20-35623 20-35623 Document Document 28-1 3 Filed Filed in in TXSB TXSB on on 11/19/20 12/09/20 Page Page 2 2of of 36 36 Investment Inc., this decision was sanctioned by the British Virgin Islands High Court of Justice of the Eastern Caribbean Supreme Court (the “BVI Court”). 3. I am a Vice President of Shandong Yuhuang Chemical Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”) on September 2, 1994 (the “Parent Guarantor” and, together with its direct and indirect subsidiaries other than St. James Holding LLC, the “Yuhuang Group”), and the Chief Financial Officer of the Debtor. Prior to my current position, I served as the Manager of the Financial Audit Department and the Vice Chief Financial Officer of the Debtor. I have been extensively involved in the negotiations with the Debtor’s key creditors that have culminated in, among other things, the scheme of arrangement (the “Scheme”) commenced pursuant to section 179A of the BVI Business Companies Act 2004 (the “Companies Act”) that is the subject of a current proceeding (the “BVI Proceeding”) in the BVI Court. I have detailed knowledge of, and experience with, the Debtor’s affairs and creditors. 4. On October 30, 2020, the Debtor filed an application pursuant to section 179A of the Companies Act to commence the BVI Proceeding and to request the BVI Court approve the Debtor’s request to convene a meeting for the purpose of obtaining the requisite votes in favor of the Scheme (the “Scheme Meeting”). On November 9, 2020, the BVI Court entered an order authorizing the Debtor to convene the Scheme Meeting on December 3, 2020 (the “Convening Order”) and also approved my appointment as the “foreign representative” as defined in section 101(24) of the Bankruptcy Code and authorized me to seek chapter 15 recognition of the BVI Proceeding. Accordingly, the Debtor commenced this Chapter 15 Case on the date hereof by filing a petition seeking recognition of the BVI Proceeding as a foreign main proceeding under section 1517(b)(1) of the Bankruptcy Code. 2 CaseCase 20-35623 20-35623 Document Document 28-1 3 Filed Filed in in TXSB TXSB on on 11/19/20 12/09/20 Page Page 3 3of of 36 36 5. I submit this declaration in support of (a) the official form chapter 15 petition for the Debtor and (b) the Verified Petition for (I) Recognition of Foreign Proceeding, (II) Recognition of Foreign Representative, and (III) Related Relief Under Chapter 15 of the Bankruptcy Code (the “Verified Petition”).2 I. The Yuhuang Group Background. 6. The Yuhuang Group is a multinational enterprise with a complete industrial chain from refining to fine chemicals and basic organic chemicals to polymer materials. The Yuhuang Group is in the business of, among other things, research and development, production and sale of chemical products, new energy batteries, and real estate development. Parent Guarantor is the ultimate holding company of the Yuhuang Group and mainly operates businesses in the PRC and the United States. The Debtor is a special purpose vehicle incorporated for the purpose of issuing the Notes (as defined herein) and is a 50%-owned subsidiary of Parent Guarantor, with the remaining 50% being held by other entities within the Yuhuang Group. 7. The Yuhuang Group (including entities controlled through natural persons as nominee shareholders) is comprised of over 30 legal entities, and certain entities are also engaged in a joint venture (the “Koch JV”) with Koch Methanol Investments, LLC (“Koch,” or, in the context of the Equity Sale (as defined herein), the “Purchaser”). The Koch JV develops, constructs, and operates a methanol production plant located in St. James Parish, Louisiana. Attached hereto as Exhibit A is a copy of the organizational chart for the Yuhuang Group showing, among other entities, the sole Debtor in this Chapter 15 Case. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Verified Petition. 3 CaseCase 20-35623 20-35623 Document Document 28-1 3 Filed Filed in in TXSB TXSB on on 11/19/20 12/09/20 Page Page 4 4of of 36 36 II.