On Jun 7, 2016, at 11:53 AM, Mesires, George R. <[REDACTED]@FaegreBD.com> 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
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Begin forwarded message:

From: 王昕 <[REDACTED]@bhrpe.com>
Date: June 6, 2016 at 11:13:49 PM CDT
To: "'Mesires, George R.'" <[REDACTED]@FaegreBD.com>, "'Matthew L. Schwartz'" <[REDACTED]@BSFLLP.com>, 'Michael Leonard' <[REDACTED]@thorntonai.com>, 'James Bulger' <[REDACTED]@thorntonai.com>, "'Eric Schwerin'" <[REDACTED]@rosemontseneca.com>
Cc: 'Jonathan Li' <[REDACTED]@bhrpe.com>, <[REDACTED]@bhrpe.com>, "'YU, Felix'" <[REDACTED]@bhrpe.com>
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: [REDACTED]

Cel: [REDACTED]

[REDACTED]@bhrpe.com