ee sae ne pe = eat LBDTRAN & LIANG aPLe Lun Teen (Bar No, 193808) pst .W. 7th Suess, Suite 2820 Los s, California 90017 Oa ass (telephone) 213) 612-3773 (facsimile) Attomeys for Hana Thomas Quoc-Thai Ny denvalively op behalfot Viet Hei Ngoui-Television Corporation THOMAS QUOC-THAINGUYEN, an judivieual Deivati ely On On Behalf of VIET CORPORATION, a Novela ‘corporation, Plaintiff, y BRUCE TRAN, an individual; SUZANNE NGUYEN, an individual; VIETNAMESE AMERICAN NETWORK TELEVISION, INC., a Nevada cot MaoeNeUy DIEN PHAM, an individual; BICH jUYEN, an individual; NGOAI- TELEVISION, CORPORATION, orn corporation as Nominal Defendant; and DOES 1 through 100, inclusive, Defendants, da 700 ON SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE UBINSD Ae00 AOTOOSFOIABIS AINBOLLY yae¥PSPTNE9E 26 wok Dem coer ugreeenire® JAN 26 2008 _auaniCARLEON, Chet cto COU py Be DEPUTY 30-2009 CASENO. 99447755 SHAREHOLDER DERIVATIVE COMPLAINT FOR 2 BREACH OF FIDUCIARY DUTY; CONSTRUCTIVE TRUST; 3 ‘UNJUST ENRICI EMENT; 4) CONVERSION; AND 5) CIVIL ‘CONSPIRACY DEMAND FOR JURY TRIAL JUDGE GEOFFREY T, GLASS DEPT. C33 Soe “oone 92 wer?1 NATURE OF THE ACTIO! 1. This is a shareholder derivative action brought by a shareholder of VIET s HAI NGOAI-TELEVISION, CORP., a Nevada corporation (“VHN-TV”), on behalf of VHIN-TY, against certain of its officers, directors and controlling shareholders and others seeking to remedy their violations of California law, including breaches of fiduciary duty, | unjust enrichment, conversion, conspiracy and constructive trust, that have caused substantial losses to VHN-TV and other damages. Sec waa JURISDICTION AND VENUE. i 12 2. This Court has jurisdiction over all causes of action asserted herein 13} pursuant to the California Constitution, Article VI, § 10, because this case is a cause not 14|] given by statute to other trial courts. This is a shareholder derivative action brought 15 | pursuant to § 800 of the California Corporations Code and/or applicable law. 16 3. This Court has jurisdiction over each defendant named herein because each 17] defendant is cither an individual who has sufficient minimum contacts with California so 18 } as to render the exercise of jurisdiction by the California courts permissible under 19 | traditional notions of fair play and substantial justice or a corporation which conducts 20 | business and maintains operations in this County. 21 4. Venue is proper in this Court because one or more of the defendants either 22 || resides or maintains executive offices in this County, a substantial portion of the 23 || wrongful acts complained of herein, including the conspiracy to commit such acts, 24 || occurred in this County, and the defendants have received stantial compensation in 25] this County by doing business here and engaging in numerous activities which had an 26 || effect in this County. 27 28 ‘COMPLAINTSUMMARY OF THE ACTION 5. VHIN-TV was formed to provide exclusive Vietnamese language programming through paid satellite or cable stations. VHN-TV in fact has entered into an exclusive contract with DirecTV to provide such programming for which VHN-TV receives virtually all of its revenue. 6. The Individual Defendants, as defined hereinafter, have been in control of | ese companies as directors, officers and controlling sharcholders, Plainttt brings this | action because VEIN-TV has been diverted by the Individual Defendants from the purpose for which they were formed and turned into vehicle to siphon resources, assets, revenue, and goodwill for the personal convenience, maintenance and enrichment of the Individual Defendants, to the great detriment of VHIN-TV and its minority shareholder. ‘The Individual Defendants along with Additional Defendants, as defined herein, have used resources and assets from VNH-TV to build a competing company called Vietnamese American Network Television, Ine. (*VAN-TV") whieh jeopardizes VHN- | TV as well as its minority shareholder. 7. Despite the substantial revenue from the DirecTV contract, the Individual Defendants have jeopardized that for their own purposes to the detriment of VHN-TV. Instead of responsibly managing VHN-TY, the Individual Defendants have engaged, and continue to engage, in the following wrongful acts, among others: (a) built and ran Vietnamese language television station called VAN-TV which directly competes with VHN-TV and jeopardized VHN-TV’s relationship with DirecTV; (b) looted VHN-TY, appropriating funds and exclusive programming from it to use for the development of programming for VAN-TV, thereby greatly damaging VHN-TV and the minority shareholder; (©) used VHN-TV’s resources and employees to work for VAN-TV; (d) lied about their ownership interests and managerial roles in VAN-TV; 22. COMPLAINTSs ee a aus (€) failed to observe corporate formalities with VHN-TV, to maintain accurate and complete books and records of VHN-TV, to account properly, and in accordance with applicable law, to the shareholders of VHN-TV, and to provide truthful, accurate and complete information to the shareholders when requested or required to do so; (£) conspired to commit, and aided and abetted each other in the commission of, the wrongful acts complained of herein; and (g) in all of the foregoing, failed to pursue the business of VNH-TV, and the management thereof, diligently and responsibly. 8. Upon information and belief, the Individual Defendants continue to hold VHIN-TV captive, failing to pursue the purpose for which it was formed, and instead, utilizing revenue from it for their personal convenience, maintenance and enrichment of the Individual Defendants as well as the Additional Defendants. In consequence thereof, Plaintiff seeks restitution, compensatory and punitive damages, equitable relief against the continued exercise of control by the Individual Defendants over VHN-TV, imposition of a constructive trust upon the assets of the Defendants to ensure that VHN-TV has a monetary remedy, appointment of a receiver to exercise control over VHN-TV upon an interim basis, an accounting and such other relief as may be necessary or appropriate. THE PARTIES 9, Plaintiff Thomas Quoc-Thai Nguyen (“Thomas Nguyen”) is a resident of Orange County, California, and at all times material hereto was, an owner and holder of VHN-TV common stock. 10. VHIN-TV is a corporation organized and existing under the laws of the State of Nevada, with a principal place of business Orange County, California. 11. Defendant Bruce Tran is a resident of Orange County, California. At times material hereto, Bruce Tran was a member of the Board of Director of VHN-TV as well <3. ‘COMPLAINTSea raauewn i 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 its self-appointed president. Upon information and belief, Bruce Tran is also a shareholder and executive of VAN-TV. He was and is instrumental for the operations of VAN-TV. 12. Defendant Suzanne Nguyen is a resident of Orange County. California. At times material hereto, Suzanne Nguyen was a member of the Board of Director of VHN- TV as well its self-appointed secretary. Upon information and belief, Suzanne Nguyen is also a shareholder and executive of VAN-TV. She was and is instrumental for the operations of VAN-TV. 13. The defendants identified in Paragraphs 11 and 12 hereof are sometimes collectively referred to herein as the “Individual Defendants.” 14. Defendant Dien Pham’s residency is currently unknown. Upon information and belief, at times material hereto, Dien Pham conducts the relevant transactions in this, County and is shareholder, an officer and a member of the board of directors of VAN- IV. 15. Defendant Bich Ngoc Nguyen is a resident of Orange County, California. Upon information and belief, at times material hereto, Bich Ngoc Nguyen conducts the relevant transactions in this County and is sharcholder, an officer and a member of the board of directors of VAN TV. 16. Defendant Vietnamese American Network Television, Inc. (VAN-TV) is a corporation organized and existing under the laws of Nevada, with a principal place of business in Orange County, California. 17. The defendants identified in Paragraphs 14 and 16 hereof are sometimes collectively referred to herein as the “Additional Defendants.” 18. The true names and capacities of defendants sued herein under California Code of Civil Procedure § 474 as Does 1 through 100, inclusive, are presently not known to Plaintiff, who therefore sue these defendants by such fictitious names. Plaintiffs will seck to amend this Complaint and include the true names and capacities of these Doe defendants when they are ascertained. Each of the fictitiously-named defendants is tad COMPLAINT