Re: Heads up- Fund

So--- for now let's keep this btw just you and me. Your question- "why does Super Chair love me so much?" is easily answered. It has nothing to do with me and everything to do with my last name (and I bring along very handsome Aryan godlike men wherever I go). Regardless- if this is for real (moved from 5% to 25% chance) you and I have to have a long talk about how we divide things going forward. My opinion is that everything I do since we became partners is equally your's as it is mine. In this instance I clearly would never had met SC if I hadn't met Jonathan through Michael through Jimmy through you through Chris. Anyway, my point is whatever comes out of this or anything going forward I consider 50/50 btw you and me and we can figure everyone else out on the back end. Bottom line- when Jimmy and Michael come after us for f'ing up their relationships in Beijing- you are 50% responsible.

Sent from my Verizon Wireless BlackBerry

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From: Devon Archer <darcher@rosemontseneca.com>

Date: Thu, 22 Sep 2011 15:52:30 -0500

To: Hunter Biden<hbiden@rosemontseneca.com>

Subject: Re: Heads up- Fund

This is smelling more and more real.  I do believe in the super chairman as well and i starting to believe this is how things actually do go down on the mainland.  I read the email and will go through the term sheet on my connecting flight.  Wow

Devon Archer

646 436 3745

Please excuse typos as this message was sent from my handheld.

On Sep 22, 2011, at 12:41 PM, Hunter Biden <hbiden@rosemontseneca.com> wrote:

Keep this btw us pls. But bottom line is if I/ you and me get around 7% of this fund it could be in many ways the end all be all. I dont believe in lottery tickets anymore, but I do believe in the super chairman.  See below.  I know Michael can be overly optimistic but if we were 20% owners of a CIC super chairman backed fund I think the sky's the limit.

RHB

202.333.1880

Begin forwarded message:

From: michael.c.l.lin@gmail.com
Date: September 22, 2011 6:18:25 PM GMT+03:00
To: Hunter Biden <hbiden@rosemontseneca.com>, Jim Bulger <bulgerthor@aol.com>
Subject: Re: Heads up- Fund

Gentlemen,

Good news from Jonathan after his meeting with Super Chairman in HK:

1. We three's ownership of the fund management co. 20% while Jonathan's 10%.  (Still very very good for you two and me!)
2. Super Chairman went: "I'm not being greedy even though I commit US$100 million. Actually I'm planning to give part of the remaining 70% to other Chinese big firms which I'm going to invite to join us, companies like China Investment Corp. or that kind of high power companies."  (This is surprisingly great for us.  Companies like CIC and the like will of course even enhance our FMC's profile and credibility and to make the fund pie even much bigger if they ever choose to join and to commit money.  Imagine we will be sitting on the same board with CIC or the other Chinese HUGE investment or fund house(s)!!!)

Look forward to seeing you two together with Jonathan in DC.

Best,

Michael 

On Wed, Sep 21, 2011 at 12:28 AM, <michael.c.l.lin@gmail.com> wrote:

Gents, Rock just sent me the translation of the cooperation term sheet (below and attached) about which Jonathan is now talking to SS in HK.  Jonathan will use this (with blanks filled after confirmation with SS) to discuss with us in DC.  Best, Michael

Term Sheet

For China-US Parallel Funds

 

This Term Sheet is signed by the following parties in [location], on [date], 2011.

Party A: Ever Union Capital Limited and/or related persons;

Party B: H. Biden;

Party C: M. Lin, J Bulger;

Party D: Management Team.

 

WHEREAS, the above four Parties in willing to raise [name] RMB Fund and [name] USD Fund in parallel to invest into the equities of Chinese market related companies;

NOW, THEREFORE, in consideration of the terms set forth in this Term Sheet, the Parties agree as follows:

 

1.        Funds’ Structure

Two Funds – one RMB denominated and one USD denominated – are considered to set up in parallel. The RMB Fund is on-shore in China, while the USD Fund is off-shore. See Term 4 Organization Structure for an illustration.

2.        General Partner / Manager

All Parties in this Term Sheet are the General Partners, jointly responsible for the operations of both Funds.

3.        Fund Raising / Limited Partner(s)

All Parties are responsible for raising capital. In the USD Fund, Party A promises to raise the capital no less than US$50 million. In the RMB Fund, Party A promises to raise the capital no less than US$50 million equivalent. Party D promises to raise the capital aggregately no less than US$50 million or equivalent.

4.        Organization Structure

5.        Corporate Governance

All Parties join into a joint venture, which is the General Partner for both Funds. The joint venture should be registered outside China, with the initial registration capital of [  ]. The share of each Party in the joint venture is: [  ]% for the Party A, [  ]% for the Party B, [  ]% for the Party C, and [  ]% for the Party D. the Articles of Incorporation and any amendments to the Articles of Incorporation of the joint venture should be agreed by more than 2/3 of the share holders. The Board of Directors is composed of 7 members, among whom 3 are appointed by the Party A, 2 are appointed by the Party B and C jointly, 1 is appointed by the Party D, and 1 is appointed by the Management Team. Mr./Mrs. [name] is the Chairman(/Chairwomen) of the Board of Directors.

6.        Decision Making

In principal, any investment into a target company should be allocated to both RMB Fund and USD Fund according to the capital committed to each fund.