Subject: Re: ??: BHR Directorship Issues
From: "Joan Mayer" <[email-masked]>
To: "Eric Schwerin" <[email-masked]>
Cc: "Mesires, George R." <[email-masked]>, "R. Hunter Biden" <[email-masked]>, "Martin, George D." <[email-masked]>
Date: Wed, 3 Aug 2016 10:32:50 -0400

George,
Per you request, attached are the organizational docs and bank reference
letter.  Thanks!
Joan

On Tue, Aug 2, 2016 at 6:01 PM, Eric Schwerin <[email-masked]>
wrote:

> George-
>
> We are not sure what the certificate of incumbency is.  Do you know?
>
> Thanks,
>
> Eric
>
> Eric D. Schwerin
> [email-masked]
>
> Sent from my iPhone
>
> On Aug 1, 2016, at 7:27 AM, Mesires, George R. <
> [email-masked]> wrote:
>
> Eric - can you please forward to us the organizational and bank reference
> letter, referenced below?
>
> Thanks.
>
> George
>
> George R. Mesires
> *Partner*
> [email-masked]    Download vCard
> <http://www.faegrebd.com/vcard/george.mesires.vcf>
> D: +1 312 356 5101 <+1%20312%20356%205101> | M: +1 312 972 4151
> <+1%20312%20972%204151>
>
> *Faegre Baker Daniels LLP* <http://www.faegrebd.com/>
> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>
> Begin forwarded message:
>
> *From:* Xiaochuan Han <[email-masked]>
> *Date:* August 1, 2016 at 4:08:30 AM EDT
> *To:* <[email-masked] <[email-masked]>>, '王昕' <
> [email-masked]>, <[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]>>, <[email-masked]
> <[email-masked]>>
> *Subject:* *答复: BHR Directorship Issues*
>
> 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]
> <[email-masked]>]
> *发送时间:* Tuesday, July 19, 2016 12:09 AM
> *收件人:* 王昕 <[email-masked]>; 'Mesires, George R.' <
> [email-masked]>; 'Michael Leonard' <[email-masked]>;
> 'James Bulger' <[email-masked]>; 'Eric Schwerin' <
> [email-masked]>; [email-masked]
> *抄送:* 'Jonathan Li' <[email-masked]>; [email-masked]; 'YU,
> Felix' <[email-masked]>; David Nelson <[email-masked]>; Joseph
> Eno <[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] <[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]; '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
>
> [email-masked]
>
>
>
> *发件人:* 王昕 [mailto:[email-masked] <[email-masked]>]
> *发送时间:* Friday, July 1, 2016 1:17 PM
> *收件人:* 'Mesires, George R.' <[email-masked]>; 'Matthew L.
> Schwartz' <[email-masked]>; 'Michael Leonard' <
> [email-masked]>; 'James Bulger' <[email-masked]>; 'Eric
> Schwerin' <[email-masked]>
> *抄送:* 'Jonathan Li' <[email-masked]>; [email-masked]' <
> [email-masked]>; 'YU, Felix' <[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
>
> [email-masked]
>
>
>
> *发件人:* 王昕 [mailto:[email-masked] <[email-masked]>]
> *发送时间:* Tuesday, June 14, 2016 10:46 AM
> *收件人:* 'Mesires, George R.' <[email-masked]>; 'Matthew L.
> Schwartz' <[email-masked]>; 'Michael Leonard' <
> [email-masked]>; 'James Bulger' <[email-masked]>; 'Eric
> Schwerin' <[email-masked]>
> *抄送:* 'Jonathan Li' <[email-masked]>; [email-masked]' <
> [email-masked]>; 'YU, Felix' <[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
>
> [email-masked]
>
>
>
> *发件人:* 王昕 [mailto:[email-masked] <[email-masked]>]
> *发送时间:* Tuesday, June 7, 2016 12:14 PM
> *收件人:* 'Mesires, George R.' <[email-masked]>; 'Matthew L.
> Schwartz' <[email-masked]>; 'Michael Leonard' <
> [email-masked]>; 'James Bulger' <[email-masked]>; 'Eric
> Schwerin' <[email-masked]>
> *抄送:* 'Jonathan Li' <[email-masked]>; [email-masked]' <
> [email-masked]>; 'YU, Felix' <[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
>
> [email-masked]
>
>
>
>
> ------------------------------
>
> The information contained in this electronic message is confidential
> information intended only for the use of the named recipient(s) and may
> contain information that, among other protections, is the subject of
> attorney-client privilege, attorney work product or exempt from disclosure
> under applicable law. If the reader of this electronic message is not the
> named recipient, or the employee or agent responsible to deliver it to the
> named recipient, you are hereby notified that any dissemination,
> distribution, copying or other use of this communication is strictly
> prohibited and no privilege is waived. If you have received this
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> computer. [v.1]
>
> <Certified True Copies of Incorporation Documents.pdf>
>
>

-- 
*Joan K. Mayer*
Rosemont Seneca Advisors, LLC
1010 Wisconsin Avenue NW, Suite 705
Washington, DC 20007
o: 202-333-1880
m:202-841-8543
[email-masked]