Final Order — Securities Guaranty Fund Claim

In Re:
DONGLIN GU,
HEZHANG CHEN,
JIALINHAN,
PEIXUAN WANG,
TIANJUN LI,
WEN SHEN,
YI GAO,
Index: OFR 2026-476
ST ATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
YONGLIANG HUANG,
Case Number: 132887-S
132889-S
132890-S
132895-S
132901-S
132904-S
132912-S
132916-S
Petitioners.
FINAL ORDER
These causes came on for consideration and final agency action. Upon review of the complete record including the Recommended Order (Exhibit A) and being otherwise fully advised in the premises, the Office of Financial Regulation ("Office") hereby finds:

1. The Office has jurisdiction over the subject matter of this case and the parties
   hereto.
2. The entry of this Final Order concludes the above-referenced matter.
   ORDERED:
   A. The Recommended Order is adopted by the Office and incorporated by reference as if fully stated herein. B. The Petitioners' Applications for Recovery from the Securities Guaranty Fund are

DENIED.
DONE and ORDERED this 30--fk day of September, 2026, in Tallahassee, Leon County, Florida. Russ Comm1ss10ner NOTICE OF RIGHTS A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68, FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF APPELLATE PROCEDURE. SUCH PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AS FOLLOWS:
By Mail, Facsimile or Email
Agency Clerk
Office of Financial Regulation
Office of General Counsel
P.O. Box 8050
Tallahassee, FL 32314-8050
Phone: (850) 410-9889
Fax: (850) 410-9663
Email: Agency.Clerk@flofr.gov
OR Bv Hand Deliverv
Agency Clerk
Office of Financial Regulation
Office of General Counsel
The Fletcher Building
101 East Gaines Street
Tallahassee, FL 32399
Phone: (850) 410-9889
A COPY OF THE NOTICE OF APPEAL, ACCOMPANIED BY THE FILING FEES AS REQUIRED BY LAW, MUST ALSO BE FILED WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 2000 DRAYTON DRIVE, TALLAHASSEE, FLORIDA 32399-0950, OR WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE FILED WITH BOTH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THE ORDER TO BE REVIEWED.

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order was furnished to Robert V. Comish, Jr. and Kaitlin Harris counsel for Petitioners Donglin Gu, Hezhang Chen, Jialin Han, Peixuan Wang, Tianjun Li, Wen Shen, Yi Gao, and Youngliang Huang by U.S. Mail to P.O. Box 12200, Jackson, WY 83001, and by electronic mail to rcomish@rcomishlaw.com, and kharris@rcomishlaw.com on this •,3o~ y of September, 2026. IC see, L 32314-8050 Email. cy.Clerk@flofr.gov Tel: (850) 410-9889

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
DONGLIN GU, et al., Case Number: 132887-S
Petitioners.
__________ /
RECOMMENDED ORDER
A hearing in this case was conducted on June 17, 2026, by video teleconference pursuant to sections 120.569 and 120.57(2), Florida Statutes, before Miriam S. Wilkinson, a duly designated Hearing Officer with the Florida Office of Financial Regulation ("Office"). For Petitioners:
For Respondent:
APPEARANCES
Robert V. Comish, Jr., Esquire
Kaitlin A. Harris, Esquire
Law Offices of Robert V. Comish, Jr., P.C.
1395 Brickell A venue, Suite 800
Miami, FL 33131
George C. Bedell III, Esquire
Office of Financial Regulation
200 E. Gaines Street
Tallahassee, FL 32399-0379
STATEMENT OF THE ISSUE
Whether grounds exist to deny Petitioners' applications for monetary relief under section 517 .131, Florida Statutes (2020, 2025), the Securities Guaranty Fund ("Fund"). PRELIMINARY STATEMENT On September 29, 2025, Petitioners Donglin Gu, Hezhang Chen, Peixuan Wang, Tianjun Li, Wen Shen, Yi Gao, and Y oungliang Huang, individually and derivatively as a limited partners of Royal Palm

Town Center IV, LLLP ("Partnership"), filed applications with the Office seeking recovery from the Securities Guaranty Fund ("Fund") for violations of the Florida Securities and Investor Protection Act ("FSIPA") by Joseph Walsh, Sr. ("Walsh"); Royal Palm Development I, LLC (''RPD"); South Atlantic Regional Center, LLC ("SARC"), United States Regional Economic Development Authority, LLC ("USREDA"); USREDA Holdings, LLC; and JJW Consultancy Ltd. ("JJW"), and Connect Insurance Group ("CIG") (collectively, the "Judgment Debtors"). The application included: (1) a copy of an Order on Motion for Default Final Judgment in a federal court proceeding styled Chen v. Walsh, Case No. 18-23894-CV-MIDDLEBROOKS (S.D. Fla., filed Dec. 11, 2020) in Petitioners' favor against Walsh, RPD, USREDA Holdings, and JJW (the "Federal Court proceeding"); (2) a related Proof of Claim filing and Court Order in a bankruptcy proceeding styled in re:
U.S. Reg'/ Econ. Dev.I Auth., LLC, Case No. 19-25780-EPK (Banlcr. S.D., Fla., filed Sept. 25, 2020, and May 13, 2024, respectively) (the "US REDA Bankruptcy proceeding"); (3) a second related Proof of Claim filing and Court Order in a bankruptcy proceeding styled in re: S. Atlantic Reg'! Center, LLC, Case No. 19-25762-EPK (Banlcr. S.D. Fla., filed Sept. 25, 2020, and Dec. 26, 2023, respectively) (the "SARC Bankruptcy proceeding"); (4) an Order in the USREDA Bankruptcy proceeding granting Petitioners relief from the automatic stay to allow them to file a complaint for a violation of section 517.301, Florida Statutes, against USREDA; (5) a Complaint filed by Petitioners against USREDA in a Florida state court proceeding styled Peixuan Wang, Hezhang Chen, Dong/in Gu, Jialin Han, Wen Shen, Yi Gao, Yongliang Huang, Tianjun Liv. U.S. Regional Economic Development Authority, LLC, Case No. 50-2023-CA￾O 14328 (15th Fla. Cir. Ct., filed Oct. 3, 2023) (the "Florida Circuit Court proceeding"); and ( 6) a Judgment in the Florida Circuit Court proceeding in favor of Petitioners entered February 24, 2025. The Office reviewed Petitioners' applications and accompanying documents, and on December 29, 2025, issued to each Petitioner a Notice of Intent to Enter a Final Order Denying Recovery from the

Securities Guaranty fund ("Denial Notice") on the grounds that they failed to perfect their claims under
section 517 .131, Florida Statutes (2020). More specifically, the Denial Notice stated that the federal court
proceeding filed in 2018 did not find a violation of chapter 517, Florida Statutes by the Judgment Debtors, nor were Petitioners awarded monetary damages as a consequence of acts committed by a dealer, investment advisor, or associated person who was licensed with the Office at the time the acts were committed, in violation of section 517 .07 and/or 517 .30 I, Florida Statutes (2020). Further, the Office concluded that Petitioners also failed to satisfy the requirements of section 517 .131 (3), Florida Statutes (2025), because: (a) the Florida Circuit Court entered a judgment finding that Petitioners were entitled to rescission of their investments, and did not award them monetary damages; and (b) Petitioners failed to demonstrate they were Florida residents at the time the violations occurred. Petitioners timely submitted a request for an administrative hearing pursuant to section 120.57(2), Florida Statutes, admitting the material factual allegations in the Denial Notice. By Order dated August 19, 2025, the Office granted Petitioners a proceeding pursuant to section 120.57(2), Florida Statutes, and appointed the undersigned as the Hearing Officer in this matter. On May 25, 2026, the undersigned issued a Notice of Video Teleconference Hearing, scheduling the final hearing for June 17, 2026. On June 15, 2026, the parties filed a Joint Prehearing Stipulation. Neither side presented any witnesses. The only exhibits offered by the parties included the denial notice submitted by the Office and "any documents in the public record relating to any litigation involving SARC or USREDA in Florida state or federal courts" offered by the Petitioners. The undersigned took official recognition of the applicable statutes and rules, as well as documents in the public record. At the conclusion of the hearing, the parties were advised they could submit proposed recommended orders, which would be due no later than July 20, 2026. The one-volume transcript of the final hearing was filed with the Office's Agency Clerk on June 30, 2026. The parties filed their

Proposed Recommended Orders on July 20, 2026.
FINDINGS OF FACT
The Findings of Fact as alleged in the Denia] Notice issued to Petitioners on December 29, 2025, are hereby adopted as Findings of Fact in this Recommended Order. CONCLUSIONS OF LAW

1. Under the provisions of the FSIPA, the Office is charged with the responsibility and duty
   of administering the Fund, which includes the duty to approve or deny applications for payment from the Fund as set forth in sections 517 .131 and 517. I 41, Florida Statutes.
2. In hearings pursuant to section 120.57(2), Florida Statutes, where, by definition, there
   are no disputed issues of material fact, only conclusions oflaw are to be drawn as to whether the facts support the agency's intended decision. Autoworld of America Corp. v. Department of Highway Safety and Motor Vehicles, 754 So. 2d 76, 77 (Fla. 3d DCA 2000).
3. The general rule is that a party asserting the affinnative of an issue has the burden of
   presenting evidence as to that issue. McGraw v. Department o_f State Div. o_f Licensing, 491 So. 2d 1193, 1195 (Fla. I st DCA 1986).
4. As the applicant seeking to recover from the Fund, Gu et al., bears the burden of proving
   entitlement to monetary relief by a preponderance of the evidence. Dep't o_fTransportation v. J. W. C. Co., Inc., 396 So. 2d 778 (Fla. 1st DCA 1981). Background
5. Petitioners are citizens of the People's Republic of China, each of whom were induced by
   Walsh and his entities in or around 2010 to invest $500,000 cash in the Royal Palm Town Center project

in Palm Beach, Florida. The now defunct 1 Royal Palm Town Center JV, LLLP limited partnership ("Partnership") was the vehicle through which Petitioners could become permanent U.S. residents through the federal EB-5 visa program. Walsh allegedly represented that the Partnership would loan the funds to a job-creating entity who would purchase, renovate, and lease commercial condominium units in the Royal Palm Business Plaza ("Plaza"). When the project failed, Petitioners' 1-829 petitions were denied for failure to establish job creation as required. Walsh siphoned off millions of dollars of investor monies through a network of shell entities and then fled the country. Although some Petitioners may have recovered a small amount of their investment from a subsequent bankruptcy proceeding involving one or more Judgment Debtors, most of the funds were gone. Florida U.S. District Court Case
6. On September 20, 2018, Petitioners sued the Judgment Debtors in Florida U.S. District
Court, Southern District, alleging fraud and breach of fiduciary duty, and seeking monetary damages and injunctive relief. 2
7. On December 11, 2020, the Court granted Petitioners' Motion for Default Final Judgment
against the Judgment Debtors as to liability only on the common law fraudulent misrepresentation and derivative breach of fiduciary duty claims. The Order did not reference a violation of section 517.07 or 5 I 7.301, Florida Statutes, as a basis for granting the motion. Bankruptcy Proceedings
8. Bankruptcy proceedings were initiated for both USREDA (Case No. 19-25780-
EPK) and SARC (Case No. 19-25762-EPK) in the Southern District of Florida. On September 28, 2023, the United States Bankruptcy Court entered an order specifically authorizing creditors to pursue FSJPA 1 As of May I, 2020, the business entity was administratively dissolved. 2 Chen v. Walsh, Case No. 18-23894-CV-MIDDLEBROOKS (S.D. Fla., filed Dec. 11, 2020)

claims and to seek recovery from the Securities Guaranty Fund, having detennined that the estate would not pursue such claims. Florida Circuit Court Case
9. On October 3, 2023, Plaintiffs ("Petitioners") Peixuan Wang, Hezhang Chen, Donglin Gu,
Jialin Han, Wen Shen, Yi Gao, Yongliang Huang, Tianjun Li filed suit against USREDA in the Circuit Court for the 15th Judicial Circuit in Palm Beach County, in Case No. 50-2023-CA-0 14328 (the "Florida Circuit Court proceeding"). A Final Judgment was entered February 24, 2025, in favor of Petitioners, finding that USREDA committed acts in violation of section 517 .301, Florida Statutes, and ordering rescission of Petitioners' investments. The Securities Guaranty Fund IO. The Fund was originally enacted in 1978 to provide relief to victims ofFSIPA violations who were entitled to monetary damages, but were unable to recover those damages from the offender (Cherdack, M. and White, R., Florida's Securities Guaranty Fund: An Instagram Worthy Model. The Florida Bar Journal, Vol. 99, No. 6, Nov./Dec. 2025:37). At that time, the Fund provided for disbursements to any person adjudged by a court of competent jurisdiction to have suffered monetary damages as a result of any Florida licensed dealer, salesman, or investment advisor found to have committed a violation of section 517 .07 (registration of securities) or 517.301 (fraudulent transactions) or
517.311 (false representation), Florida Statutes.
11. In 1984, the statute was amended as to eligibility and payment, including a notice
requirement and 2-year waiting period after filing a claim against a licensed dealer, investment advisor, or associated person. Id. at 2, 3. In 2024, the statute was again amended, raising the claim cap to $15,000, eliminating the 2-year waiting period, and, among other things, changing the requirement that the offender

be a Florida-licensed dealer, investment advisor, or associated person under chapter 517, Florida Statutes. Id. at 5.
12. Under amended section 517 .131, Florida Statutes (2025), payment from the Fund for an
unsatisfied final judgment or restitution order that was entered before October I, 2024, in which a wrongdoer was found to have violated section 517.07 or section 517.301, was to be governed by the terms of sections 517 .131 and 517 .141, Florida Statutes, which were in effect on the date the final judgment or restitution order was entered. Neither section 517.131 (a)l or 517.141 contemplate rescission as a basis for eligibility to make claims on the Fund.
13. Pursuant to section 517.131(2), Florida Statutes (2020), to recover from the Fund, the
applicant must have been adjudged by a court of competent jurisdiction to have suffered monetary damages as a result of any of the following acts committed by a dealer, investment advisor, or associated person who was licensed under chapter 517, Florida Statutes, at the time the acts were committed: (a) a violation of section 517.07 and/or (b) a violation of section 517.301.
14. Pursuant tQ section 517.131 (3)(a), Florida Statutes (2020):
[A]ny person is eligible to seek recovery from the Securities Guaranty Fund if:
(a) Such person has received final judgment in a court of competent jurisdiction in any action wherein the cause of action was based on a violation of those sections referred to in subsection (2). (b) Such person has made all reasonable searches and inquiries to ascertain whether the judgment debtor possesses real or personal property or other assets subject to being sold or applied in satisfaction of the judgment, and by her or his search the person has discovered no property or assets; or she or he has discovered property and assets and has taken all necessary action and proceedings for the application thereof to the judgment, but the amount thereby realized was insufficient to satisfy the judgment. To verify compliance with such condition, the office may require such person to have a writ of execution be issued upon such judgment, may require a showing that no personal or real property of the judgment debtor liable to be levied upon in complete satisfaction of the judgment can be found, or may require an affidavit from the claimant setting forth the

reasonable searches and inquiries undertaken and the result of those searches and inquiries. ( c) Such person has applied any amounts recovered from the judgment debtor, or from any other source, to the damages awarded by the court. (d) The act for which recovery is sought occurred on or after January 1, 1979.
15. Petitioners acknowledge that Walsh and other Judgment Debtors who induced Petitioners
to invest in the project(s) were not at any time licensed with the Office as securities dealers, investment advisors, or associated persons under chapter 517, Florida Statutes.
16. Petitioners have also acknowledged there are statutory prerequisites that must be met in
order to recover from the Fund, but argue that the governing statutes should be liberally construed so as to a11ow recovery for those who cannot satisfy the prerequisites. Whether a statute is to be given a strict or liberal construction depends on the nature of the statute, the purpose to be subserved, and the conduct to be remedied. A strict construction yields an interpretation that closely adheres to the exact meaning of the black letter language of the statute. A liberal construction typically involves a broader interpretation of the statutory language in order to accomplish its purpose, carry out its intent, or promote justice as a matter of equity.
17. The Securities Guaranty Fund is a statutory recovery and restitution mechanism for victims
of securities fraud who cannot recover from the offender their monetary damages awarded in a final judgment or restitution order entered by a court of competent jurisdiction, or an arbitration award confirmed by a court of competent jurisdiction. The Fund is remedial in nature. Remedial statutes are typically liberally construed to meet their protective purpose. See Florida Convalescent Centers, etc. v. Somberg, etc., 840 So. 2d 998 (Fla. 2003) ("It is wen settled that legislative intent is the polestar that guides a court's statutory construction analysis"). Yet, it is one thing to broadly construe a statute based on legislative intent when the language may be ambiguous or open to varying interpretations, but it's

another thing to ignore plain language the Legislature intentionally put into place setting forth distinct and clear eligibility requirements for recovering on a claim. See State v. Rife, 789 So.2d 288,292 (Fla.2001); McLaughlin v. State, 721 So.2d 1170, 1172 (Fla.1998). "When the language of the statute is clear and unambiguous and conveys a clear and definite meaning, there is no occasion for resorting to the rules of statutory interpretation and construction; the statute must be given its plain and obvious meaning." Holly
v. Auld, 450 So.2d 217, 219 (Fla.1984)(quoting A.R. Douglass, Inc., v. McRainey, 102 Fla. 1141, 137 So.
157, 159 (1931)).
18. The conditions for recovery set forth in the statute were intended by the Florida Legislature
to be applied by the Office in determining an applicant's eligibility. See, e.g., DeMaria v. Construction Industry Licensing Board, 386 So.3d 208 (Fla. 1st DCA 2023) (where claimants failed to obtain a monetary damages award as required by statute, the appellate court set aside an order from the Board granting claimants' appJication for recovery from the fund, stating, "[t]he Legislature makes perfectly clear that a key criterion for recovery from the fund is that the amount of claimant's damages has already been reduced to a civil judgment, arbitration award, or restitution order that specifies the actual damages suffered as a consequence of such violation ... The Legislature allows us to set aside agency action when the agency's exercise of discretion was ... [o]utside the range of discretion delegated to the agency by law ... "); see also, Bessey v. Department of Business & Professional Regulation, 396 So.3d 84 7 (Fla. 2nd DCA 2024) (The Board's order granting applicants' claim for recovery was reversed by the appellate court because applicants failed to reduce their claim to a final judgment on damages). The Office does not have the discretion to grant a claim made on the Fund if a claimant has not satisfied fill_ of the stated conditions for recovery. See 517.141(1), Florida Statutes ("Any person who meets all of the conditions prescribed in s. 517 .131 may apply to the office for payment to be made to such person from the Securities Guaranty

Fund ... ")(Emphasis added).
19. Although not entirely clear, Petitioners seem to argue that the Office's application of the
law governing eligibility requirements for recovery under the 2020 federal court order are not supported by current law. It would appear that Petitioners are taking the position that, because the 2024 amendments abolished the requirement that an offender had to be licensed with the Office as an investment advisor, dealer, or associated person, these changes should now be retroactively applied to the law as it existed in 2020.
20. The official record of the legislative history of the Fund law would preclude this assertion.
When House Bill 324 was passed in 1977, updating the Sale of Securities Law, a Memorandum dated February 17, 1978, entitled "Legislative Intent," was subsequently issued by House Commerce Committee Chairman, John R. Forbes, to Representative Paul B. Steinberg, Chairman of the Florida Securities Law Revision Project, stating:
"Due to increased judicial emphasis on "legislative intent," the Speaker's Office has suggested that such intent be obtained on each bil1 being considered. Because "intent" can best be explained by the author and introducer of the bill, I am asking each member to provide this (in a short paragraph) for the House's records." See Session Law 78-435, Laws of Florida 1978, in Series 19, Carton 333, Florida State Archives, Florida Department of State. Attached to this memo is a "Statement of Legislative Intent, Bill No. HB 324" submitted by Paul Steinberg, stating:
"6. The implementation of a Security Guaranty Fund for payment of investors with unsatisfied claims authorized by court orders. The payments would be made only when the claims are against individuals or entities registered with the Division of Securities." See Session Law 78-435, Laws of Florida 1978 in Series 19, Carton 327, Florida State Archives, Florida Department of State. (Emphasis added) Clearly, Florida Legislature's original intent was to exclude claims made on the Fund for violations of the Florida securities laws by unregistered persons. Petitioners offered no documentary or testimonial

evidence that would demonstrate otherwise. The circumstances of this case are deeply unfortunate, but the remedy is not for the agency to re-interpret its laws in a manner that is at odds with the legislative purpose of the law as it existed in 2020. The catastrophic financial harm suffered by Petitioners as a direct result of the financial fraud scheme that was perpetrated by the Judgment Debtors in this case cannot be overstated, and the undersigned is sympathetic to their plight. However, the eligibility requirements established by the Legislature for recovering from the Fund are clear and unambiguous prerequisites that must be met in order to apply for recovery from the Fund. Analysis
21. In this case, Petitioners submitted as evidence a December 11, 2020, Order Granting
Plaintiffs' Motion for Default Judgment (as to liability only on the common law claims of fraudulent misrepresentation and derivative breach of fiduciary duty) issued by the U.S. District Court in Chen, et al., v. Walsh, et al., Case No. 1 :18-cv-23894-DSL; related proofs of claim in a bankruptcy proceeding; and a final Judgment entered in a Florida Circuit Court proceeding on February 24, 2025, in favor of Petitioners, finding that USREDA, a Judgment Debtor, operated as an investment advisor to each of the Petitioners; declaring that USREDA committed numerous acts in violation of FSIPA and injuring Petitioners; stating that Petitioners are entitled to rescission of their investments under the FSIPA; and that Petitioners may apply to the Fund for injuries suffered as a result of the violations.
22. To recover from the Fund under the December 11, 2020, court order, the Petitioners must
have been adjudged by the court to have suffered monetary damages as a result of a violation of either
section 517 .07 or 517.301, Florida Statutes by a dealer, investment advisor, or associated person who was
licensed under chapter 51 7, Florida Statutes at the time the acts were committed. Pursuant to section 517.141, Florida Statutes (2020), "[ a ]ny person who meets all of the conditions prescribed in s. 517.131

may apply to the office for payment to be made to such person from the Securities Guaranty Fund in the amount equal to the unsatisfied portion of such person's judgment or $10,000, whichever is less, but only to the extent and amount reflected in the judgment as being actual or compensatory damages ... "
23. Petitioners' 2020 federal court order found liability only for common law fraudulent
misrepresentation and derivative breach of fiduciary duty, but does not reference or identify a violation of
section 517.07 or 517.301, Florida Statutes, and does not award monetary damages. Additionally, none of
the Judgment Debtors were licensed with the Office as dealers, investment advisors, or associated persons. Therefore, Petitioners are foreclosed from recovering payment from the Fund under this court order.
24. Section 517.131 (2025). Section 517.131 (3)(a), Florida Statutes (2025), states that a person
is eligible for payment from the Fund if the person (1) is a judgment creditor in an unsatisfied final judgment, or a named beneficiary or victim in an unsatisfied restitution order, entered on or after October 1, 2024, in which the wrongdoer was found to have violated section 517 .07 or section 517.301, Florida Statutes; (2) has applied any amount recovered from the judgment debtor, a person ordered to pay restitution, or any other source to the damages awarded in a final judgment or restitution order; and ( c) is a natural person who was a resident of Florida, or is a business entity that was domiciled in this state at the time of the violation of section 517.07 or 5 I 7.301, Florida Statutes. Under section 517.141 (2025), an applicant to the Fund must meet all of the above requirements in order to be eligible for payment.
25. Only one of the Petitioners, Yi Gao, resided in Florida at the time the acts were committed.
The fact that the other Petitioners may have intended to move to Florida at some point in the future when ( or if) they received their visas is not dispositive of their claims to residency. By living somewhere other than Florida, they failed to meet the statutory requirement for Florida residency.
26. In the Florida Circuit Court case ("Wang"), an order entered on February 24, 2025, awarded

Petitioners rescission of their investments instead of monetary damages. Monetary damages is a legal remedy that would have compensated Petitioners for their financial losses under the contract. As an equitable remedy, rescission only entitled Petitioners to cancel or unwind the contracts they had with the Judgment Debtors, which theoretically would have restored them to their precontractual positions.
27. Petitioners argue that "[r]escission of a $500,000 investment is the return of$500,000 -- a
compensatory measure by definition." This is a misunderstanding of recission as legal remedy. Petitioners cannot pretend the contracts are erased (rescission) and then simultaneously try to enforce the contracts to collect compensation for breach of contract (damages). Petitioners could have asked the court to render an order awarding monetary damages rather than rescission, based on the information from the bankruptcy proceedings regarding the stated financial losses of each Plaintiff and the problems inherent in trying to recover their investments via rescission when the Judgment Debtors were by this time "scattered to the four winds." For reasons unknown, the court did not award monetary damages or restitution, nor was there an arbitration award in this case, any of which would have fulfilled that portion of the Fund eligibility requirements.
28. Although Yi Gao was residing in Florida at the time of the violations, he or she was only
entitled to rescind the investment agreement with the Judgment Debtors, therefore he or she is ineligible for recovery under the 2025 statute.
29. Petitioners further assert entitlement to recovery on the grounds that the Partnership was
domiciled in Florida at the time the violations occurred. Section 517 .131 (3)(a)3., Florida Statutes, states that a person is eligible for recovery from the Fund if the person ... is "a natural person who was a resident of this state, or is a business entity that was domiciled in this state, at the time of the violation of s. 517 .07 ors. 517.30 I." Although the Partnership was a business entity domiciled in Florida, it became defunct in

September 2020, and, consequently, does not meet the statutory requirements as an existing business entity. Additiona11y, the Partnership was not a named Plaintiff in the circuit court case. Had any funds been awarded to the Partnership by the federal court, those funds would be assets of the Partnership, a separate legal entity, and not the personal assets of the individual limited partners. If the Partnership had assets at the time of dissolution, the individual partners would have been entitled to receive a share of their capital contributions to the Partnership. RECOMMENDATION Based on the foregoing Findings of Fact and Conclusions of Law, it is recommended that the Office of Financial Regulation enter a final order denying Petitioners' applications to the Securities Guaranty Fund. Respectfully submitted this 3rd day of September 2026, in Tallahassee, Leon County, Florida. Mi.ruwws. w~ MIRIAM S. WILKINSON Hearing Officer Office of Financial Regulation 200 E. Gaines Street Tallahassee, FL 32399-0370

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing Recommended Order has been furnished via electronic mail to Counsel for the Petitioners Robert V. Cornish, Jr., Rcornish@rcomishlaw.com, Law Offices of Robert V. Cornish, Jr., P.C., 680 South Cache Street, Suite 100, Jackson, WY 83001, and Kaitlin Harris, Kharris@rcornishlaw.com, Law Office_sp fRobert
V. Comish, Jr., P.C., 1395 Brickell Avenue, Suite 800, Miami, Florida 33131 on this 3 (7( day of
September 2026.
Cc: George Bedell, Chief Counsel
George.Bedell@flofr.gov of Financial Regulation ' Pos e Box 8050 Tallahassee, FL 32314-8050 EmaiJ: Agency.Clerk@flofr.gov Tel: (850) 410-9889