EMAIL DETAILS

Seb,

We received from you Devon’s signature pages for (i) the board resolutions of Oct 1 and 20; (ii) the English versions of the AOA and JVC; and (iii) the Equity Transfer Agreement. Would appreciate it very much if you could arrange for Devon to sign 10 copies of the Chinese versions of the AOA and JVC (for the sake of easiness signature pages for the AOA and JVC are attached again. Devon please kindly sign immediately below the name of Rosemont Seneca Bohai, LLC). The AOA and JVC will be filed with the Chinese corporate registry, which only accepts Chinese versions.

We also need Hunter to sign the board resolutions of Oct 1 and 20 as attached. If Hunter is fine with such resolutions we wonder if you could arrange for Hunter to sign such resolutions and send us the signed pages.

Best,

Felix


On Oct 8, 2014, at 4:54 AM, YU, Felix <felix.yu@bhrpe.com> wrote:

Hi Seb,

Received from you signature pages for the English versions of the AOA and JVC and the board resolution in good order. Thanks. Could you please also arrange to sign 10 copies of:

(i) Chinese versions of the AOA and JVC (for the sake of easiness signature pages for the AOA and JVC are attached. Devon to sign immediately below the name of Rosemont Seneca Bohai, LLC); and

(ii) the equity transfer agreement (a bilingual version).

Feel free to reach to us if you have any questions.

Regards,

Felix


Begin forwarded message:

From: "YU, Felix" <felix.yu@bhrpe.com>
Date: October 2, 2014 at 00:43:05 GMT+8
To: Sebastian Momtazi <smomtazi@rosemontseneca.com>
Subject: Re: 渤海华美BHR - 书面董事会决议/Written Board Resolution

Thanks

Sent from my Mobile


On Oct 2, 2014, at 00:42, Sebastian Momtazi <smomtazi@rosemontseneca.com> wrote:

on the aoa_EN signature page, Rosemont Seneca Bohai is misspelt as Rosemont Seneca Bohia. I made the change in my copy


S


On Wed, Oct 1, 2014 at 12:29 PM, Sebastian Momtazi <smomtazi@rosemontseneca.com> wrote:

thank you!


On Wed, Oct 1, 2014 at 12:28 PM, YU, Felix <felix.yu@bhrpe.com> wrote:

Seb - I am resending. Confirm by reply email please.


发件人: YU, Felix [mailto:felix.yu@bhrpe.com]
发送时间: 2014年10月2日 0:18
收件人: 'Jason Zhu'; 'anthonyfan88@me.com'; 'darcher@rosemontseneca.com';
'Bulger Jim'; 'hbiden@rosemontseneca.com'; 'jonathan.li@bohaicapital.com';
'luchangqi@ample-harvest.com'; 'ouwenzhi_bgi@bocgroup.com'; 'Xue Ming';
'zhoubing'; '丰实lindsay'; '蒋明[Jiang Ming]'; '徐建新'
抄送: 'Amy'; 'Hua Zixiang'; 'Leonard Mike'; 'Li Xinzhong'; 'liu Jiayi';
'Michael Lin'; 'michael.frick@ample-harvest.com'; 'Sebastian Momtazi';
'zhaoting'; '孙晶晶'; '杨帆[Stella Yang]'
主题: 渤海华美BHR - 书面董事会决议/Written Board Resolution


各位董事及其他相关人员：

Dear board members et al,


鉴于（i）为将来公司管理基金节税之目的，在相关外部专业顾问的建议下，公司股东之一Rosemont Seneca Thornton, LLC拟将其所持有
的20%公司股权转让给Rosemont Seneca Bohai, LLC，并同意将其所持的10%公司股权转让给Thornton Group LLC；以
及（ii）董事会已批准公司注册资本由人民币2500万元增加至人民币3000万元，并已批准董事会下设薪酬委员会，公司章程因此需作相应修订。


Considering (i) as advised by outside counsel, Rosemont Seneca Thornton,
LLC, as one of the shareholders of the Company, should transfer to Rosemont
Seneca Bohai, LLC its 20% equity interest in the Company and to Thornton
Group LLC its 10% equity interest in the Company for the purpose of tax
efficiency for funds under the management of the Company with capital
commitments from US ; and (ii) the board of the Company has approved the
registered capital of the Company being increased from RMB25m to RMB30m and
a remuneration commitment being set up under the board of the Company, and
therefore the articles of association of the Company need to be amended
accordingly.


现提请各位董事审议并书面签署所附董事会决议。

The written resolution as attached is therefore presented to board members
for consideration and execution.


注意：

Notes:


Ÿ 如无意见，请各位董事分别签署所附董事会决议一式八份；

Each of board members needs to sign 8 copies of the written resolution as
attached if you are fine with it;


Ÿ 如无意见，请渤海、丰实（授权代表加盖章）、Rosemont Seneca Bohai, LLC、 Thornton Group LLC以及昂驹作
为公司股东分别签署所附合同和章程中英文各一式十份；以及

Each of Bohai, Harvest, Rosemont Seneca Bohai, LLC (Devon to sign),
Thornton Group LLC (Jimmy to sign) and Angju, in their capacity as
shareholders of the Company, needs to sign 10 copies respectively of the JVC
and AOA (Chinese and English versions) as attached if you are fine with
them; and


Ÿ 如无意见，请Rosemont Seneca Thornton, LLC、 Rosemont Seneca Bohai, LLC以及
Thornton Group LLC分别签署所附股权转让协议一式十份。

Each of Rosemont Seneca Thornton, LLC (Michael Lin to sign), Rosemont
Seneca Bohai, LLC (Devon to sign) and Thornton Group LLC (Jimmy to sign)
needs to sign 10 copies of the equity transfer agreement as attached if you
are fine with it.


如有任何疑问，随时联系我们。

If you have any questions feel free to reach out to us.


祝好！

Kind regards,


Felix


Counsel

-

BHR Capital

Unit 3101, 31/F, Tower 2, China Central Place, 79 Jianguo Road

Chaoyang District, Beijing 100025, P. R. China

T: +86 10 5969 5858 <tel:%2B86%2010%205969%205858>

F: +86 10 5969 6123 <tel:%2B86%2010%205969%206123>

M: +86 1582 250 0979


--

Sebastian Momtazi

Associate

Rosemont Seneca Partners
152 West 57th Street, 47th Floor
New York, NY 10019
212-933-9965 main

347-602-1160 mobile

s <https://owa.smarshexchange.com/owa/redir.aspx?C=4d2227dbcf3e452e8d29e25e7b467293&URL=mailto%3amfazylova%40rosemontcapital.com> momtazi@rosemontseneca.com


The information contained in this email is confidential, may be privileged, may constitute inside information and is intended only for the use of the intended addressee and any others who have been specifically authorized to receive it. Rosemont Seneca Partners does not provide legal, accounting or tax advice. Any statement in this email (including any attachments) regarding legal, accounting or tax matters was written in connection with the explanation of the matters described herein and was not intended or written to be relied upon by any person. Unauthorized dissemination, distribution, disclosure or other use of the contents of this email is strictly prohibited and may be unlawful. If you have received this email in error, please notify us immediately by return email or by calling (212) 933-9965 <tel:%28212%29%20933-9965> and destroy this message and all copies thereof, including any attachments.


--

Sebastian Momtazi

Associate

Rosemont Seneca Partners
152 West 57th Street, 47th Floor
New York, NY 10019
212-933-9965 main

347-602-1160 mobile

s <https://owa.smarshexchange.com/owa/redir.aspx?C=4d2227dbcf3e452e8d29e25e7b467293&URL=mailto%3amfazylova%40rosemontcapital.com> momtazi@rosemontseneca.com


The information contained in this email is confidential, may be privileged, may constitute inside information and is intended only for the use of the intended addressee and any others who have been specifically authorized to receive it. Rosemont Seneca Partners does not provide legal, accounting or tax advice. Any statement in this email (including any attachments) regarding legal, accounting or tax matters was written in connection with the explanation of the matters described herein and was not intended or written to be relied upon by any person. Unauthorized dissemination, distribution, disclosure or other use of the contents of this email is strictly prohibited and may be unlawful. If you have received this email in error, please notify us immediately by return email or by calling (212) 933-9965 and destroy this message and all copies thereof, including any attachments.


<Signature page for AOA.doc>

<Signature page for JVC.doc>