Subject: Re: BHR Directorship Issues
From: "Eric Schwerin" <[email-masked]>
To: "George R. Mesires" <[email-masked]>
Cc: "Hunter Biden" <[email-masked]>
Date: Tue, 7 Jun 2016 12:39:28 -0400

Yes, I agree.  Will you reach out to Matthew and make sure he knows that in this process we should consider making the transfer of Hunter’s 10% to him? If Hunter hasn’t fully contributed the full capital contribution (as we discussed there is still some question about that) then I still think Hunter should be granted the full 10% and we should figure out how much he owes Devon.  By my calculations Hunter has contributed at least 90% of it if not the full amount.

I also agree we are agnostic on who holds Devon’s 10%.  Easiest thing would maybe be to transfer it to Devon’s wife but I don’t think we have an opinion except that it not be RSP.  If they need a “Rosemont Seneca” entity then we could use RS Advisors since Devon doesn’t own a piece of that.

Eric D. Schwerin
Rosemont Seneca Advisors, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
[email-masked] <x-msg://59/[email-masked]>
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> On Jun 7, 2016, at 11:53 AM, Mesires, George R. <[email-masked]> wrote:
> 
> Eric:
> 
> On point 1 below, Devon's resignation, Matthew was supposed to provide a draft of the resignation to Xin after our teleconference on May 17.  Apparently, Matthew hasn't done that yet. 
> 
> On point 2, I think we are agnostic as to how Devon deals with his interest in BHR, EXCEPT we DO want to account for Hunter's equity interest during the transfer -- i.e., peel out 10% from Devon's holdings, which I understand represent Hunter's ownership interest. Also, I don't think that BHR's concern will be adequately addressed if the ownership can still be ultimately owned by Devon. Obviously, I don't recommend that RSP hold Devon's interest.
> 
> Eric/Hunter, when do you want to brooch the accounting for Hunter's interest with Devon/Matthew? I could forward  Xin's email to Matthew advising him of the issue and indicating that we need to memorialize Hunter's interest/account for it during the transfer of Devon's interest to wherever that ultimately ends up. 
> 
> Let me know your thoughts. 
> 
> George
> 
> George R. Mesires
> Partner
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> Begin forwarded message:
> 
>> From: 王昕 <[email-masked] <mailto:[email-masked]>>
>> Date: June 6, 2016 at 11:13:49 PM CDT
>> To: "'Mesires, George R.'" <[email-masked] <mailto:[email-masked]>>, "'Matthew L. Schwartz'" <[email-masked] <mailto:[email-masked]>>, 'Michael Leonard' <[email-masked] <mailto:[email-masked]>>, 'James Bulger' <[email-masked] <mailto:[email-masked]>>, "'Eric Schwerin'" <[email-masked] <mailto:[email-masked]>>
>> Cc: 'Jonathan Li' <[email-masked] <mailto:[email-masked]>>, <[email-masked] <mailto:[email-masked]>>, "'YU, Felix'" <[email-masked] <mailto:[email-masked]>>
>> Subject: BHR Directorship Issues
>> 
>> Dear Matthew and George,
>>  
>> Hope all is well since we last spoke.  I am writing to follow up on the status of Devon’s resignation from BHR’s board / remuneration committee and the appointment of a replacement.
>>  
>> On a related note, I would also like to understand how Devon would like to deal with his shareholding in BHR through Rosemont Seneca Bohai.  By way of background, we underwent a shareholder registration amendment last year with the Chinese regulators to change Devon’s shareholding entity from RST to the existing Rosemont Seneca Bohai (the process took altogether more than a year), we were subsequently instructed earlier this year to file another amendment to change Rosemont Seneca Bohai to Ulysses (an entity owned 100% by Devon) but that has been put on hold on account of present circumstances.  From BHR’s perspective, we ask the relevant parties to consider, for the time being, a transfer by Rosemont Seneca Bohai of its shareholding to another entity (whether it is to RSP or Thornton or the management team) to avoid potential complications for our U.S. M&A deals and/or U.S. fundraising activities.  
>>  
>> Happy to discuss over a call.
>>  
>> Xin
>>  
>> Xin Wang 王昕
>> Bohai Harvest RST (Shanghai) Equity Investment Fund Management Co., Ltd.
>> 渤海华美（上海）股权投资基金管理有限公司
>> Tel: +86 (10) 5969 5858 ext 816
>> Cel: +86 139 1162 0708
>> [email-masked] <mailto:[email-masked]