Call Girls Pune Just Call 9907093804 Top Class Call Girl Service Available
Sorghum Letter to CCCR Pt. 2
1. Exhibit L
FILED: NEW YORK COUNTY CLERK 10/29/2018 04:32 PM INDEX NO. 655372/2018
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/29/2018
2. Sorghum Investment Holdings Limited
19-20 floor, Xujiahui International Building,
1033 Zhaojiabang Road, Shanghai, China
December 29, 2017
China Commercial Credit, Inc.
No.1 Zhongying Commercial Plaza,
Zhong Ying Road,
Wujiang, Suzhou,
Jiangsu Province, China
Attention: Long Yi, Chief Financial Officer
Re: CCCR Reverse Merger Transaction Termination Letter
Dear Sir,
This letter is to follow up with you about the progress we have made in
connection with the investigation referenced in the letter we sent to you yesterday (the
“Inquiry Letter”). We have worked with the public security authorities in China to verify
the identification of the person named “Yang Jie” with criminal records of illegal
absorbing deposits of public. Based on the result of the investigation, we confirmed that
the “Yang Jie” with criminal records is the same person who is the significant
stockholder and vice president of China Commercial Credit, Inc. (“CCCR”), by
comparing the passport number provided by Yang Jie as the vice president of CCCR
when he executed an escrow agreement with one of our affiliated companies dated March
24, 2017, and the passport number of the Yang Jie with criminal records. Considering the
significant risk and negative impact by this fact, together with the other issues and real
concerns addressed in our Inquiry Letter, we have had internal discussions and do not
think it is possible and feasible to continue and move forward with the proposed reverse
merger transaction between CCCR and Sorghum Investment Holdings Limited
(“Sorghum”) that has so many red flags and legal issues.
More importantly, reference is made to the Current Report on Form 8-K filed by
CCCR with the Securities and Exchange Commission (“SEC”) on December 27, 2017
(the “8-K”).
The 8-K publicly announced CCCR’s delivery of a notice to Sorghum on
December 21, 2017 alleging that certain recent actions of Sorghum relating to SEC
comments to CCCR’s revised Preliminary Proxy Statement on Schedule 14A filed on
December 4, 2017 with the SEC (the “Proxy Statement”) constitute a breach of
Sorghum’s covenants under the Share Exchange Agreement dated August 9, 2017 by and
among CCCR, Sorghum and shareholders of Sorghum (“Agreement”).
FILED: NEW YORK COUNTY CLERK 10/29/2018 04:32 PM INDEX NO. 655372/2018
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/29/2018
3. As stated in the Inquiry Letter, we strongly believe that a reasonable basis does
not exist for delivery of the notice of breach by CCCR. In an email from Darong Huang,
CEO of Sorghum, to Long Yi, CFO of CCCR, on December 21, 2017, Ms. Huang
notified CCCR that Sorghum was conducting an investigation of the proposed merger
with CCCR and the activities of certain parties relating thereto. Ms. Huang’s email also
notified you that the results of such review revealed issues of concern for Sorghum which
required further investigation, and that the Proxy Statement contained certain disclosures
that may require amendment.
We believe Sorghum’s efforts relating to the proposed merger and the Proxy
Statement are consistent with its covenants under the Agreement, and we view the timing
of your notice of breach, and the filing of the 8-K with respect to such notice of breach,
as curious.
Pursuant to Section 6.12(a) of the Agreement, the parties agreed that no public
release, filing or announcement concerning the Agreement or the transactions
contemplated thereby shall be issued by any party without the prior written consent of
CCCR and Sorghum, except if any such release or announcement may be required by
applicable law or the rules or regulations of any securities exchange, in which case the
applicable party shall use commercially reasonable efforts to allow the other parties
reasonable time to comment on, and arrange for any required filing with respect to, such
release or announcement in advance of such issuance.
The 8-K was filed by CCCR with the SEC without any prior notice to Sorghum
and without obtaining the prior written consent of Sorghum. Even if CCCR were to
maintain that the 8-K was required to be filed by applicable law or Nasdaq rules and
regulations, CCCR did not comply with its obligations under Section 6.12(a) to use
commercially reasonable efforts to allow Sorghum reasonable time to comment on the 8-
K in advance of its filing.
Sorghum hereby notifies CCCR that its actions with respect to the 8-K constitute
a breach of CCCR’s obligations under Section 6.12(a) of the Agreement, and that such
breach by CCCR is incapable of being cured. Accordingly, Sorghum hereby notifies
CCCR that Sorghum is terminating the Agreement pursuant to Section 9.1(d) of the
Agreement.
Sorghum reserves the right to seek any and all damages and remedies available
including but not limited to the Termination Fee under Section 9.4, as well as all costs
and expenses (including attorneys’ fees) resulting from CCCR’s breach of the Agreement
as described above, as well as any further findings of Sorghum’s relating to the matters
described in the Inquiry Letter.
Also, based on the facts and information we provided to you in the Inquiry Letter,
we strongly suggest you file another Current Report on Form 8-K to disclose certain facts
as required by law and regulations and/or take necessary actions such as reporting to
certain authorities.
FILED: NEW YORK COUNTY CLERK 10/29/2018 04:32 PM INDEX NO. 655372/2018
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/29/2018
4. Very truly yours,
Sorghum Investment Holdings Limited
By:
Name: Darong Huang
Title: Chief Executive Officer
FILED: NEW YORK COUNTY CLERK 10/29/2018 04:32 PM INDEX NO. 655372/2018
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/29/2018
5. Copy to:
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
New York, New York 10018
Attention: Joan Wu, Esq.
Email: jwu@htflawyers.com
Dai & Associates, P.C.
1500 Broadway, 22nd
Floor
New York, NY 10036
Attention: Shang Dai, Esq.
Email: sdai@daiassociates.com
Kaufman & Canoles, P.C.
Two James Center, 14th Floor
1021 E. Cary St. Richmond, VA 23219
Attention: Anthony W. Basch, Esq.
Email: awbasch@kaufcan.com
Allbright Law Office
11,12/F, Shanghai Tower,
No. 501, Yincheng Middle Rd.
Pudong New Area, Shanghai 200120, China
Attention: Sidong Zhu, Esq
Email: stevezhu@allbrightlaw.com
FILED: NEW YORK COUNTY CLERK 10/29/2018 04:32 PM INDEX NO. 655372/2018
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/29/2018