To: rharris who wrote (5822 ) 3/20/1998 3:23:00 PM From: Zvi Yammer Read Replies (1) | Respond to of 8835
Uh Tilton denied knoweledge??!!!???!! How we he not remember this letter!!!!!extrated from file on www.sec.gov -------------------------------------------------------- October 4, 1996 Mr. James Tilton Tianrong Building Material Holdings, Ltd. 82-66 Austin Street Kew Gardens, NY 11415 Dear James: You proposed that Tianrong acquire two Canadian companies, International Construction Technology Canada and API Canada, and suggested that we act quickly and close on these entities as soon as possible, preferably by the end of this week or early next week. However, you have failed to respond in a meaningful way to my repeated requests for information and due diligence, including audited financial statements and business plans on those companies. On the basis of the limited information available to me, API and its daughter company in China are not active in pre-engineered buildings, but are instead presently involved in the food industry, hardly an obvious match with Tianrong. Moreover, while International Construction Technology Canada is active in the building materials industry in Canada, in my opinion their technology has not been properly evaluated. Therefore, I don't see how the board of directors of Tianrong, if it is to act in a responsible manner, can proceed with these acquisitions, which we have barely had the opportunity to discuss, let alone evaluate. I now understand that your urgency in wanting to close these acquisitions so quickly stems from the fact that you and Ed Williamson wish to persuade the Belgium broker Nedee and various investors in Tianrong that Tianrong's stock price will likely rise as a result of public announcements of these acquisitions, which would in turn allow them to liquidate their shares. Of course, you must realize that I believe this is irresponsible and not in the best interests of Tianrong and its shareholders. I further believe that this suggests manipulation and may be in violation of securities laws. I will have no part of such a scheme. Moreover, I hesitate to place any trust in your representations in light of the fact that a three-year business plan was developed and agreed upon the Board of Directors of Tianrong at the company's inception, and no part of that plan has since been implemented or accomplished. Recently, and contrary to our written agreement, you and Williamson, without my consent, have promoted both Tianrong and Omap through press releases, using information that I believe is factually incorrect and misleading, and should be corrected by prompt public statements and SEC filings, including a reference to a possible shutdown or bankruptcy or Kohl if the funding repeatedly promised by you and Williamson is not delivered immediately. In light of these, and other actions taken by you, my colleagues and I are sending you our resignations as officers and/or directors of Tianrong, a company in which the ADS Group is still a major shareholder and into which I have invested a tremendous amount of time as well as capital. Very truly yours, /s/ Aster De Schrijver ----------------------- Aster De Schrijver <PAGE> October 4, 1996 Tianrong Building Material Holdings, Ltd. 82-66 Austin Street Kew Gardens, NY 11415 Attention: Mr. James Tilton Re: Tianrong Building Material Holdings, Ltd. Dear Mr. Tilton: I hereby resign as an officer and director of Tianrong Building Material Holdings, Ltd. effective immediately. Very Truly Yours, /s/ Aster De Schrijver ---------------------- Aster De Schrijver