Subject: Re: Heads up- Fund
From: <[email-masked]>
To: "Jimmy Bulger" <[email-masked]>, "Hunter Biden" <[email-masked]>
Date: Tue, 20 Sep 2011 18:35:21 +0800

Forgot to mention-  Jonathan and SS have already in the pipeline many great
projects in China.  Amazing!  Easy for us to just open doors in the US or
other places for them:

   1. Bohai's brand name: #1 in China;
   2. Professional team with excellent Eng proficiency: #1 in China;
   3. Huge anchor investment: US$150 million of the US$300 million of total
   Fund I size; and
   4. Great pipeline deals to be invested.

I personally feel that they can raise the remaining US$150 million in Asia
especially from Hong Kong and China.  I don't really think we will have to
do much door opening for them in the US even though we will tell them yes we
will definitely help.  Maybe we will do much more attending meetings in
China and Hong Kong that SS and Jonathan themselves will arrange during the
fund raise!

If the meetings goes well in DC, SS will request you two pls come meet him
in Hong Kong after the October long vacation (National Day holidays 10/1-
10/9) to seal the partnership deal.

I heard from SS that he wishes to open shop in November and no later than
the end of December.  He wishes to complete the total fund raise 1Q next
year.  He and Jonathan are both very confident in the success in Fund I
raise- the amount and the time frame!!!

On Tue, Sep 20, 2011 at 4:17 PM, Michael Lin <[email-masked]>wrote:

> All right, Gents, let me give you a heads up of my meeting with Jonathan
> last night.  Nice to have such a great and long time buddy!
>
> Jonathan has put down what he and I discussed a few days ago into a 7 pager
> in Chinese to be presented to Super Chairman today when he flies to HK to
> see him in person to final confirm things before presenting the proposal to
> you two in Wash DC. After all nego and confirmation from SS in HK Rock will
> right away translate the piece into English for my review and edits. I think
> I will be able to send the Eng version to you over the weekend before
> Jonathan and I fly to DC.
>
> Here is the gist of the proposal and upon final nego or confirmation with
> SS today Jonathan will discuss in greater detail with you in DC:
>
> ------------------------------**----
> A PE Fund; 2% annual management fee. Carried: 20%.
>
> Fund I size: USD300 million.
>
> Fund I will have a RMB fund and a USD fund with a size of USD150 million,
> respectively.
>
> Fund I will be managed by some key Bohai team members who plan to leave
> together with Jonathan and the team will of course be headed by Jonathan in
> our new fund management co.
>
> SS himself to commit USD50 million equivalent RMB to the local RMB fund and
> another USD50 million to the USD fund while Jonathan and his team to commit
> (through raise) USD50 million or its equivalent RMB either to the USD Fund
> or the RMB Fund or both mixed. (Jonathan told me in private he had that
> USD50 million commitment from investors already once he quits Bohai.)
>
> Proposed owership structure of the FMC: SS 40%, Jonathan and one or two of
> his senior team members 30%, and we three 30%. (Isn't this nice and sweet?!)
>
> FMC board directorship: SS 3 seats, Jonathan 1 seat; management team 1
> seat, and we 2 seats. 2/3 majority to approve major desions presented to the
> board of FMC.
>
> FMC: Chairman SS ir his appointed guy. President Jonathan.
>
> IC: 2/3 IC members majority vote to aprrove an investment in a project.
>
> Management team incentive on carried; 15% of the carried. Jonathan himself
> though being president of our FMC but as a shareholder of FMC won't share
> with management team on the 15% of the carried but will share with us the
> 85% of the carried according to the FMC ownership %.
>
> SS, Jonthan and team, and we based on our best effort to raise the
> remaining USD150 million. We three's FMC owership will not be reduced or
> changed no matter we have succeeded in helping the fund raise. What SS and
> Jonathan ask from us is the following and I confirm this many times with
> Jonathan: 1. Make the FMC look internationalized with guolos' faces on the
> board and ownership structure (of course guilos whom SS and Jonathan can get
> along with and can trust), 2. Open as many doors as possible in the western
> world for this very famous Bohai professional team with impressive track to
> present our case to the LPs (they don't need us to do it in China or HK
> where SS and Jonathan know almost every LP), and 3. Lastly, they want us to
> join some of the meetings in HK and China they arrange when talking to high
> profile LPs during the road shows.
> ------------------------------**----
>
> This might not happen but if it does, our worst case scenario as I reckon
> is that SS might want to claim more than 40% say maybe 50% or 60% and we
> three and Jonathan might have to be reduced to 25% (or 20%) respectively.
> But so what? Even that, it's great and sweet enough for us judging from the
> no money and much smaller efforts we need to commit and make for the fund
> raise. I honestly don't think SS will counter propose we three only get 15%.
>
> Gents, Share with me my big big laughters and joys!!!  Let's wait for
> Jonathana feedback after his meeting with SS.
>
> Best,
>
> Michael
>
>
>