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Affidavit of Cosimo Borrelli - China Medical

Affidavit of Cosimo Borrelli - China Medical

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Published by kerrcap
Bondholders have proposed Cosimo Borrelli as one of the liquidators to lead the liquidation of China Medical Technologies.
Bondholders have proposed Cosimo Borrelli as one of the liquidators to lead the liquidation of China Medical Technologies.

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Published by: kerrcap on Jun 25, 2012
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OF 2012

I, Cosimo Borrelli of Borrelli Walsh Limited of Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong, make oath and say as follows:


I am managing director of Bonelli Walsh Limited of Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong.


I make this affidavit in connection with a petition presented to the Grand Court of the Cayman Islands ("Court") by the Wilmington Trust Company for the appointment of Kenneth M. Krys of KRyS Global of Governors Square, Building 6, 2nd Floor, 23 Lime Tree Bay Avenue, P.O. Box 31237, KYl-1205; George Town, Grand Cayman, Cayman Islands, and I as Joint and Several Official Liquidators of China Medical Technologies, Inc, its registered office being Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KYI - 9005, Cayman Islands. I make this affidavit from matters within my own personal knowledge, save as otherwise stated. I verily believe the information contained herein to be true and accurate in all respects.


I am a qualified insolvency practitioner, and am qualified to perform the functions equivalent to those performed by official liquidators under the Cayman Islands Companies Law (2011 Revisionj.T meet the professional qualification requirement prescribed by Regulation 4 of the Insolvency Practitioner's Regulations (Amendment) Regulations, 2010 ("Regulations"). I have been appointed by the Court to act as

court appointed liquidator since 2002. I currently act as official liquidator in respect of not less than 60 entities before Courts in Hong Kong, BVI and Bermuda. 4. Now produced and shown_to me and marked "CB-t" is _atrue copy of my curriculum vitae. 5. Having made all due and proper enquiries, I believe that both Borrelli Walsh Limited and I meet the independence requirements of Regulation 6 of the Regulations. 6. Both Borrelli Walsh Limited and I are in compliance with the insurance requirement prescribed by Regulation 7 of the Regulations. 7. I am willing to act as Joint and Several Official Liquidator of China Medical Technologies, Inc together with Mr Krys if so appointed by the Court at the hearing of the petition presented in this proceeding.

SWORNm on the 20th day of April 2012 before me

) ) ) ) ) ) ) ) )

C.L. Chow & Macksion Chan, Solicitors 3rdFloor. Alliance Building 130.136 Connaugbt Rd. C., Hong Kong





ROWENA WAI~PINO NO NOTARY PUBLIC C.L. Chow & Macksion Chan. Solicitors 3nl Floor; Alliance Building 130.136 Connaught Rd. C.; Hong Kong

Career History 2006 2005 2001 1999 1990 1989 1986 Managing Director, Borrelli Walsh Limited, Hong Kong and Singapore Managing Director, Alvarez and Marsal Asia Limited, Hong Kong Executive Director, RSM Nelson Wheeler Corporate Asia Group, Hong Kong Senior Manager, RSM Nelson Wheeler Corporate Advisory Services Limited, Hong Kong Corporate Recovery Division, Ernst & Young, Adelaide Audit Division, Ernst & Young, Adelaide Audit Division, Thompson Douglass & Co (now Grant Thornton), Adelaide

Professional History Cos is a Chartered Accountant with over 20 years of experience with formal and informal corporate restructuring, insolvency, forensic accounting and financial investigations. This experience has included being appointed by courts (as receiver, provisional liquidator, liquidator or scheme administrator), lenders and financiers, distressed companies, secured and unsecured creditors, investors and other interested parties. He has a proven track record in establishing and delivering restructuring, insolvency and related corporate advisory arrangements in industries including financial services, property, tele-communications, retail, manufacturing, and professional services. Cos' assignments often have a cross border focus including work in Hong Kong, PRC, Taiwan, Malaysia, Australia, United States, United Kingdom, Europe, Bermuda, British Virgin Islands, Cayman Islands and the Bahamas and involving the liquidation and restructuring of private and large publicly listed groups, the investigation and valuation of loan and non performing loan portfolios for banks and non bank institutions, the location, retrieval and sale of assets throughout the world, the improper enforcement of security, audit and director negligence and fraud. Significant Assignments • Appointed Provisional Liquidators (Cayman Islands) of a holding company listed in Singapore, one of the largest producers of pedigree bull semen, dairy cow embryos and raw milk in China. Our appointment followed the Company's default on the repayment of the US$150 million convertible bonds. Following extensive investigations and negotiations, a restructuring returning approximately 35% to all Bondholders was approved. Appointed Provisional Liquidator (Cayman Islands) of a holding company listed in Singapore, which was principally engaged through 7 wholly owned PRC Subsidiaries in the processing, production, supply and sale of com starch and other corn-based products in PRC with debt of over US$80 million owed to international bondholders and creditors. Our work involved attending to the production facilities to conduct financial and operational due diligence of each of the operating sites to provide a reference point for a substantial commercial settlement between the company and its bondholders. Appointed Liquidator (BVI) of the controlling shareholder of a company listed in Singapore. Our work has involved assisting management to stabilise the business and

operations and conducting investigations in respect of the former Chairman and his associates. Also appointed as director and legal representative of a subsidiary in PRC and successfully secured control of assets of over US$4 million. Through an international marketing process, we identified a strategic investor who acquired the controlling stake resulting in a substantial dividend to creditors. • Appointed Receiver (BVI) over the assets of 11 BVI companies operating substantial oil trading and oil bunkering businesses. The major focus of the Receiver was to secure assets located in various jurisdictions including BVI, Singapore, Switzerland, Netherland and Cyprus, to facilitate investigations in those jurisdictions and to maintain the ongoing business. Liquidator and Scheme Administrator (Hong Kong and BVI) of Zhuhai Municipal Government's "window companies" including over 60 subsidiaries and a commercial and residential property portfolio with an estimated value of USD 1 billion in various jurisdictions including Hong Kong, PRC and Macau. Primary role was the stewardship of the group's business and assets while seeking to resolve substantial disputes between ZMG, other stakeholders and international bank creditors. Negotiations with the Zhuhai Municipal Government, investigations in respect of at least US$200m of assets and the formulation and negotiation of a settlement agreement involving schemes of arrangement in Hong Kong and Macau. Provisional Liquidator (Hong Kong and BVI) of major shareholder of a Hong Kong listed company, the ownership of which was the subject of competing claims. The Provisional Liquidators' role included the initiation of legal proceedings in Hong Kong and BVI (HCV 2003/0138 and HCV 2003/0202) and facilitating an ultimate resolution. Liquidators (BVI) of 29 BVI companies controlled by the former director of an international conglomerate following the discovery of a massive fraud. The Liquidators' work involved complex investigations and resultant legal proceedings and negotiated settlements. Receiver and Manager (Singapore) over the shares of the Asian division of a global logistics group with operating subsidiaries in Cambodia, PRC, Hong Kong, Malaysia and Singapore. While successfully maintaining the operations of the group, we negotiated and completed the disposal of the operating subsidiaries with substantial realisations for the secured lender. Provisional Liquidators and Liquidator (Hong Kong) of BVI company operating businesses in the luxury watch and jewellery industry. The Provisional Liquidators' work involved the investigation of several voidable transactions and facilitating the resultant realisation including through litigation. Voluntary Liquidators (Cayman Islands) of a Cayman Islands registered company with BVI subsidiaries controlling one of the largest garment businesses in the world as a result of a shareholder dispute. Successful in negotiating a settlement of the family dispute while maintaining business operations. Voluntary Liquidators (Cayman Islands) to a Cayman Islands group which designed

mobile/wireless technologies in Hong Kong and Beijing, with over 280 employees following a failed sale process. Successfully completed the sale of the business and substantially reduced the net liabilities of the group of companies. • Liquidators (BVI) of a holding company of one of the largest security network infrastructure developers and security monitoring service providers (joint venture) in PRe. Work involved maintaining and establishing control of a local joint venture and the resultant restructuring of the group. Reporting Accountant and Scheme Administrator (Singapore and Hong Kong) of a Hong Kong corporate to implement a scheme of arrangement in Hong Kong for a member of one of the largest pulp and paper manufacturers _and distributors in the world. The restructuring of the Hong Kong corporate was part of a larger global restructuring of the Group in Bermuda, Singapore, China, Indonesia, UK and US and involved substantial work and negotiation with bank regulators, AMCs and other creditors. Provisional Liquidators (Hong Kong) of two companies which owned a combined controlling shareholding in a Hong Kong-listed group with operations in Taiwan, Hong Kong and PRC. Established control of the board of the listed entity, and prepared the listed group for sale to third party investor. Worked closely with management, customers, suppliers and staff to stabilize operations and maximize the value of the business prior to sales. Provisional Liquidators and later Scheme Administrators (Hong Kong) of a Hong Kong listed PRC "window" company operating a hotel in Xiamen, PRC and a portfolio of investment properties in Hong Kong. Undertook the restructuring of the company which required investigating the company's affairs resolving substantial creditor claims associated with legal disputes in PRC, negotiating with PRC investors, creditors and regulatory authorities and documenting the debt restructuring agreement. While maintaining the operations of the hotel, Provisional Liquidators convened and held successful meetings of creditors and shareholders and adjudicated creditor claims for dividend purposes. Provisional Liquidators (Hong Kong and Bermuda) of a listed Hong Kong group. Liaised and negotiated with a major PRC bank in order to facilitate a restructuring of the group through schemes of arrangements in Hong Kong and Bermuda and to investigate various transactions entered into by the previous management and to recover assets. Appointed Reporting Accountants and Scheme Administrators (Hong Kong and Bermuda) by a listed financial services and bullion trading group with the consent of its creditors to facilitate a restructuring of the Group through Schemes of Arrangement in Bermuda and Hong Kong. Work entailed identifying and undertaking substantial negotiations with various potential investors, dealing with over 100 financial and other creditors owed approximately HK$l billion and the relevant regulatory authorities, adjudicating creditor claims, assisting the appointed Adjudicator with a resultant dispute and distributing the restructuring proceeds. Financial adviser to the largest listed construction company in Hong Kong engaged in

numerous substantial projects throughout Asia. Appointed to establish and implement a restructuring of the financial and operational affairs of the company and to negotiate and resolve disputes between the company and creditors (including 12 international banks). • Provisional Liquidator (Hong Kong) of a Hong Kong subsidiary of one of Korea's top five industrial conglomerates to facilitate a restructuring of the Hong Kong subsidiary ~ a key requirement of the global restructuring of the holding company and subsidiaries in the US, UK, Germany, Belgium, Singapore and Japan. Our work included securing assets in Hong Kong, PRe and overseas approximating US$648 million and negotiating the resultant with global creditors including those in Singapore. Expert testimony (Las Vegas, USA) in relation to criminal prosecutions associated with a US$400 million fraud against a major bank in China. Appointed as a member of a liquidation committee in China to supervise the bankruptcy of a state owned group of companies with AMC creditors. Liquidator and Scheme Administrators (Hong Kong and Bermuda) of an international consumer electronic products manufacturer with listed groups in Hong Kong, Japan, United States and PRC by the Supreme Court of Bermuda to implement a listing by way of introduction through Schemes of Arrangement. Successfully worked with the Investor, The Stock Exchange of Hong Kong Limited, Securities and Futures Commission in order to prepare and obtain requisition approval of -the listing documents, meetings of members and creditors in order to successfully complete the sale of the listed status of the company. Expert evidence (Texas, USA) in United States District Court, Northern District of Texas, Dallas Division in respect of the collection of non performing loan portfolios in PRC. Appointed as director of two asset owning companies controlled by a leading bank in Hong Kong in order to initiate and conduct arbitration proceedings. Receiver and Manager and Scheme Administrator (Hong Kong) of a Hong Kong listed trading company with operations in Hong Kong and PRC including detailed negotiations with investors, 31 bank creditors and regulators resulting on The Stock Exchange of Hong Kong Limited. Provisional Liquidator and Scheme Administrator (Hong Kong and Cayman) of a cold storage, logistics and real estate company listed on Stock Exchange of Hong Kong Limited which owed creditors over US$200 million to restructure the operations of the group in Hong Kong, Australia and PRC. Identified investors to assist in the restructuring, and worked with banking syndicates and creditors to restructure creditors' liabilities through schemes of arrangement in Hong Kong and the Cayman Islands. Sole property Receiver (Hong Kong) for an international bank to stabilise, enhance and ultimately realise a substantial loan portfolio and its underlying real estate

security (99 properties with a value of USD2 billion) in HK and PRe. • Instructed by bank group to analyse the ongoing and new contracts of a specialist construction and engineering group in order to assess its business plan) the viability of a new substantial specialist construction contract and its proposed financing. Investigation of the improper taking and enforcement of security by a Thai bank including the conduct of the subsequent legal proceedings. Investigations in Australia, the United Kingdom and Bahamas in relation to a complex international art fraud (including locating the art) and subsequent examinations and legal proceedings before courts in Australia, London and Bahamas.

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