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Yes, I agree. Will you reach out to Matthew and make sure he knows that in this process we should consider making the transfer of Hunter’s 10% to him? If Hunter hasn’t fully contributed the full capital contribution (as we discussed there is still some question about that) then I still think Hunter should be granted the full 10% and we should figure out how much he owes Devon. By my calculations Hunter has contributed at least 90% of it if not the full amount.

I also agree we are agnostic on who holds Devon’s 10%. Easiest thing would maybe be to transfer it to Devon’s wife but I don’t think we have an opinion except that it not be RSP. If they need a “Rosemont Seneca” entity then we could use RS Advisors since Devon doesn’t own a piece of that.


Eric D. Schwerin
Rosemont Seneca Advisors, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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> On Jun 7, 2016, at 11:53 AM, Mesires, George R. <George.Mesires@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
> Partner
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> Begin forwarded message:
>
>> From: 王昕 <xin.wang@bhrpe.com <mailto:xin.wang@bhrpe.com>>
>> Date: June 6, 2016 at 11:13:49 PM CDT
>> To: "'Mesires, George R.'" <George.Mesires@FaegreBD.com <mailto:George.Mesires@faegrebd.com>>, "'Matthew L. Schwartz'" <mlschwartz@BSFLLP.com <mailto:mlschwartz@bsfllp.com>>, 'Michael Leonard' <mleonard@thorntonai.com <mailto:mleonard@thorntonai.com>>, 'James Bulger' <jbulger@thorntonai.com <mailto:jbulger@thorntonai.com>>, "'Eric Schwerin'" <eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>>
>> Cc: 'Jonathan Li' <jonathan.li@bhrpe.com <mailto:jonathan.li@bhrpe.com>>, <jason.zhu@bhrpe.com <mailto:jason.zhu@bhrpe.com>>, "'YU, Felix'" <felix.yu@bhrpe.com <mailto:felix.yu@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: +86 (10) 5969 5858 ext 816
>> Cel: +86 139 1162 0708
>> xin.wang@bhrpe.com <mailto:xin.wang@bhrpe.com