AGREEMENT made this 3Oth day of January, 1998, by and between CHINA
FOOD & BEVERAGE COMPANY, a Nevada Corporation ("China"), CALDER INVESTMENTS
LIMITED, a British Virgin Islands corporation ("Calder") and XX, XXX HU, an
individual citizen of the People's Republic of China ("Xx. Xx"). Collectively
known as the ("Sellers");
WHEREAS, the Sellers are the owners of a certain number of shares of stock
representing the ownership of one hundred percent (100%) in the percentages set
forth beside those names below of Victoria Beverage Company Limited, an Isle of
Man corporation (the "Victoria Stock'); and
WHEREAS, the Sellers wish to sell to China and China wishes to purchase
from Sellers' the Victoria Stock on the terms and conditions set forth herein
below;
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. The Sellers hereby and herewith sell to China the Victoria Stock and China
herewith and hereby purchases the Victoria Stock from the Sellers.
2. The purchase price for the Victoria Stock is and shall be a debenture
issued by China in face amount of US$15,000,000 which debenture shall be for a
term of five years bearing interest at six and one quarter percent (6.25%) per
annum payable semi-annually commencing 18 months from the date of this agreement
and the principal payable 5 years from such date of the Issuance by China of the
debenture (the "Debenture"). The Debenture may be converted eighteen (18) months
from the date of this agreement at $5.00 per share of the Companies' common
stock. China agrees to register all shares so converted pursuant to appropriate
registration statement as soon as practicable after such conversion.
3. The Sellers represent and warrant that Victoria is the owner of sixty
percent (60%) of Sui Ning Beer Factory (the "Brewery"). The Sellers further
represent and warrant that the Brewery has total assets of approximately
US$25,000,000 and total gross liabilities not exceeding US$15,000,000 and the
total net shareholders equity is approximately US$10,000,000 and that the
Brewery has, in the last twelve (12) months passed, the total gross revenues of
approximately US$12,000,000 and its net profit therefrom was approximately
US$2,500,000.
4. The Sellers represent and warrant that they are authorized to enter into
this Agreement and that they are the owners of the Victoria Stock, the
transference of which pursuant to this Agreement is not violative of any law or
governmental edict.
5. China represents and warrants that it has full power to enter into this
Agreement.
6. All representations preceding herewith shall survive the Closing.
7. This Agreement may be signed in one or more counterparts.
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IN WITNESS WHEREOF, the parties have set their hands and seal the first
day, month and year above written.
CHINA FOOD & BEVERAGE COMPANY
By:/s/Xxxxx Xxxxxx
--------------------------
Xxxxx Xxxxxx , President
/s/Xx Xxx Hun
-----------------------------
XX, XXX HU 50%
CALDER INVESTMENTS LIMITED -- 50%
By /s/Xxxxxx Xxxxxxxx
--------------------------
Xxxxxx Xxxxxxxx, Director
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