Filing # 91653146 E-Filed 06/25/2019 03:37:46 PM. IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT. IN AND FOR MIAMI-DADE COUNTY, FLORIDA. CHAMP PRESTIGE INTERNATIONAL LIMITED, a British Virgin Islands company, Plaintiff, Complex Business Litigation Division vs Case No, CHINA CITY CONSTRUCTION (INTERNATIONAL) CO., LIMITED, a Hong Kong company, and CCCC INTERNATIONAL USA, LLC, a Delaware limited liability company, Defendants. Plaintiff, Champ Pre ce International Limited (“Plaintiff” or “Champ Prestige”), files a Petition for Dissolution against Defendants, China City Construction (International) Co. Limited (China City Construction”) and CCCC International USA, LLC (*CCCC”), specifically seekin dissolution of CCC pursuant to 6 Delaware Code §18-802, and imp equitable lien, alleging as follows: Summary of the Action ion and foreclosure of 1, This is a dispute between two members of a company that own, through a chain of several wholly owned subsidiaries, a tract of land, defined below (the “Property”), in the Brickell area of Miami 2, The two members of the company intended for the Property to be developed into @ nearly 3 million square foot hotel, condominium, office, and retail project called the CCCC Miami World Trade Center Project (the “Project”), defined further below Pardo Jackson Gainsburg, PL, 200 S.E. First Steet, Suite 700, Miami, Florida 39131Champ Prestige Int Lt. ». China City Construction Int Co, La nnd CCCC ht 1UISA, LLC ‘Vere Petition for Dissolution and Foreclosure of Eouitable Lie, Page 2 3. Plainti mnstruction is a $5% shareholder is a 45% shareholder and Defendant China City of that company, called Dingway Investment Limited (“Dingway”), Dingway indirectly owns 100% of the Property through a chain of wholly owned subsidiaries. The last subsidiary at the bottom of the chain is Defendant CCCC, the titleholder of the Property and the company that Plaintiff petitions this Court to dissolve in this case 4, Dingway’s wholly owned subsidiaries, including Defendant C that exist for the sole purpose of owning and developing the Property consistent with Dingway’s formation and purpose. None of the wholly owned subsidiaries, including Defendant CCCC, conduct any business activities separate from or unrelated to owning the Property with the goal of developing the Project 5. Defendant CCCC is a Delaware registered limited liability company whose operating agreement requires the application of Delaware law and allows for dissolution of the company pursuant to 6 Delaware Code §18-802. 6 The requirement for dissolution of Defendant CCCC is met because it is not reasonably practicable to carry on the business in conformity with Defendant CCC's limited liability company agreement and the documents executed by the parties and non party subsidiaries. 7. The sole purpose for Defendant China City Construction’s formation of Dingway, CCCC Holdings, LLC, CCCC USA Holdings Corp. and Defendant CCCC in December 2014 was to own the Property and to develop the Project. 8, __Itisnot reasonably practicable to carry on the business of Defendant CCCC because: a Defendant CCCC, through Dingway and Dingway member Defendant China City Construction, has failed to develop the Project during the 4% years that Defendant CCCC has owned the Property. Defendant CCC, through Dingway and Dingway Pardo Jackson Gainsburg, PL, 200 S.E. First Steet, Suite 700, Miami, Florida 39131Champ Prestige Int Lt. ». China City Construction Int Co, La nnd CCCC it HUSA, LLC ‘Vetiied Petition for Dissolution aad Foreclosure of Eouitable Lie, Page 3 member Defendant China City Construction, lacks the financial capacity to develop the Project. Dingway and Dingway member Defendant China City Construction have been in financial distress and have suffered heavy losses for nearly 4 years with no recovery in sight; and b. Defendant China City Construction, as one of the two owners of Dingway and all the subsidiaries under Dingway, including Defendant CCCC, has engaged in multiple egregious acts of misconduct, such as misappropriation and dissipation of | funds, self-dealing, intentional deception, and misleading conduct, including inventing a phony trust in an attempt to swindle Plaintiff out of millions of dollars and distorting financial documents to avoid its obligations to Plaintiff. Defendant China City Construction also manipulated a creditors’ voluntary liquidation proceeding against it in a Hong Kong proceeding by failing to give notice to Plaintiff, by not listing Plaintiff as a creditor, and by denying Plaintiff the right to vote as a creditor. ¢. These and other flagrant abuses by Defendant China City Construction, discussed further below, demonstrate that Defendant China City Construction’s insolvency and mismanagement of the Project titled in the name of Defendant CCCC has permanently destroyed the trust between Plaintiff and Defendant China City Construction, making it permanently impracticable for Dingway’s subsidiary, Defendant CCCC, to continue to own and develop the Property 9. Dissolution is also proper because the parties, Plaintiff and Defendant China City Construction, which own and control the Property through Defendant CCCC, the entity to be dissolved, are in a deadlock reg: the development of the Project and the sale of the Property Pardo Jackson Gainsburg, PL, 200 S.E. First Steet, Suite 700, Miami, Florida 39131