Subject: 答复: BHR Directorship Issues
From: "Xiaochuan Han" <[email-masked]>
To: <[email-masked]>,'王昕' <[email-masked]>, <[email-masked]>, <[email-masked]>, <[email-masked]>, <[email-masked]>, <[email-masked]>
Cc: "'jonathan.li'" <[email-masked]>, "'Jason Zhu'" <[email-masked]>,'余飞强' <[email-masked]>,'叶桐' <[email-masked]>, <[email-masked]>, <[email-masked]>
Date: Mon, 1 Aug 2016 16:08:30 +0800

Dear Matthew and George,

Preliminarily, can you please provide, in relation to Ulysses and
Skaneateles, certified true copies of:

(i)                   incorporation documents including certificate of
incorporation, memorandum and articles of association;

(ii)                 other constitutional documents to the extent available
(operating agreements, shareholder agreements etc);  

(iii)                a bank reference letter detailing the company’s
accounts and financial information (banks should have their own house form).

Regulators will request additional documents from time to time so please
bear with us as we proceed with the amendments. 

Note: All incorporation documents shall be certified by a qualified lawyer
and U.S. Embassy in China. Please see attached precedent for your reference.

Thanks,

Gilbert/BHR Partners

发件人: Matthew L. Schwartz [mailto:[email-masked]] 
发送时间: Tuesday, July 19, 2016 12:09 AM
收件人: 王昕 <[email-masked] <mailto:[email-masked]> >; 'Mesires,
George R.' <[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]> >;
[email-masked] <mailto:[email-masked]> 
抄送: 'Jonathan Li' <[email-masked] <mailto:[email-masked]> >;
[email-masked] <mailto:[email-masked]> ; 'YU, Felix'
<[email-masked] <mailto:[email-masked]> >; David Nelson
<[email-masked] <mailto:[email-masked]> >; Joseph Eno
<[email-masked] <mailto:[email-masked]> >
主题: RE: BHR Directorship Issues

Xin-

After conferring with Devon, we wanted to take care of the following
outstanding items as it relates to BHR, assuming it all meets with your
approval.

1) Please consider Devon’s resignation letter that was emailed to you and
which you reference below as a final version and please have his resignation
take effect immediately.

2) Please disregard the letter which appoints Hunter to Devon’s Board seat.
For the time being, we will leave Devon’s Board seat vacant.

3) We should begin the process to transfer the 20% of the shares of BHR
owned by RSB immediately so that 10% will be owned by Skaneateles, LLC (of
which the beneficial owners are Hunter Biden and Eric Schwerin) and 10% will
be owned by Ulysses Diversified, Inc. (of which the beneficial owner is
Devon).

4) Finally, we should begin the process to amend the Articles of Association
so that the two Board Seats currently designated to RSB will be designated
to Skaneateles, LLC and Ulysses Diversified, Inc, with each entity having a
separate right to appoint one director. The three U.S. entities (Ulysses,
Skaneateles and Thornton) will jointly designate a Vice-Chair.

I know Devon, Hunter and Jim have all agreed to the above and I am copying
Jim Bulger, Hunter Biden, Eric Schwerin and George Mesires as well.

Thanks for your patience on this. Please let us know what additional
information you need from us to affect the changes above.

Matthew L. Schwartz
BOIES, SCHILLER & FLEXNER LLP
212-303-3646 (Direct)
646-337-5787 (Mobile)

 

From: 王昕 [mailto:[email-masked]] 
Sent: Thursday, July 7, 2016 11:13 PM
To: 'Mesires, George R.'; Matthew L. Schwartz; 'Michael Leonard'; 'James
Bulger'; 'Eric Schwerin'
Cc: 'Jonathan Li'; [email-masked] <mailto:[email-masked]> ; 'YU,
Felix'
Subject: 答复: BHR Directorship Issues

Dear Matthew,

I received the attached from Devon in relation to his resignation from BHR’
s board of directors and RSB’s appointment of Hunter Biden as his
replacement.  Please note that Hunter is an existing director of BHR.
Devon mentioned that you might need to further formalize the letters,
however, we need to process the resignation at the earliest and I would be
grateful if you could confirm that the attached is in order.  Additionally,
I would also be grateful for your instructions on the proposed transfer of
RSB’s shareholding in BHR to Ulysses, the relevant transfer documents as
well as the incorporation documents of Ulysses would be required.  Upon your
confirmation, we will proceed to make the relevant filings with the PRC
regulators.  

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

 <mailto:[email-masked]> [email-masked]

发件人: 王昕 [mailto:[email-masked]] 
发送时间: Friday, July 1, 2016 1:17 PM
收件人: '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]> >
抄送: 'Jonathan Li' <[email-masked] <mailto:[email-masked]> >;
[email-masked]' <[email-masked] <mailto:[email-masked]> >;
'YU, Felix' <[email-masked] <mailto:[email-masked]> >
主题: 答复: BHR Directorship Issues

Dear Matthew,

I understand from Devon that he has given instructions for Boies to effect
his resignation from BHR’s board and the amendment of his shareholding
entity from the existing Rosemont Seneca Bohai LLC to Ulysses.  As
previously discussed on multiple occasions, please let us know what you need
from our end to resolve these issues at the earliest.  We have been fending
inquiries regarding RSB and Devon’s involvement in ongoing SEC and Justice
Department investigations and we urgently need to remove Devon for the time
being from our director roster to avoid interruptions to BHR businesses.  

Thanks.

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

 <mailto:[email-masked]> [email-masked]

发件人: 王昕 [mailto:[email-masked]] 
发送时间: Tuesday, June 14, 2016 10:46 AM
收件人: '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]> >
抄送: 'Jonathan Li' <[email-masked] <mailto:[email-masked]> >;
[email-masked]' <[email-masked] <mailto:[email-masked]> >;
'YU, Felix' <[email-masked] <mailto:[email-masked]> >
主题: 答复: BHR Directorship Issues

Dear Matthew and George,

I trust you have had a chance to speak to your respective clients since my
last email and I am wondering if any updates are available on the matters
raised therein.

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

 <mailto:[email-masked]> [email-masked]

发件人: 王昕 [mailto:[email-masked]] 
发送时间: Tuesday, June 7, 2016 12:14 PM
收件人: '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]> >
抄送: 'Jonathan Li' <[email-masked] <mailto:[email-masked]> >;
[email-masked]' <[email-masked] <mailto:[email-masked]> >;
'YU, Felix' <[email-masked] <mailto:[email-masked]> >
主题: 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

 <mailto:[email-masked]> [email-masked]

 

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