EXHIBIT D(1)
ADDENDUM
--------
Addendum made this 30th day of December,1998, regarding two certain
agreements, one of which was as of April 22, 1998, by and between Anhui Xxx Xx
Beer Company Ltd., a Peoples' Republic of China corporation ("Anhui") and
Victoria Beverage Company Limited, an Isle of Man corporation ("Victoria") (the
"Brewery Purchase Contract") and one of which was as of April 27, 1998 by and
between China Food & Beverage Company, a Nevada corporation ("China"), Calder
Investments Limited, a British Virgin Islands corporation ("Calder") and Xx, Xxx
Xx, an individual citizen of the People's Republic of China ("Xx Xxx Xx") (the
"Victoria Stock Purchase Contract");
WHEREAS, Xxxxxxxx purchased 55% of Anhui Haodun Brewery Co., Ltd. in the
Brewery Purchase Contract and pursuant to such purchase issued a promissory note
in the amount of $10,500,000 to Anhui; and
WHEREAS, China purchased from the owners of Victoria all of the issued and
outstanding stock of Victoria for a debenture in the face amount of $21,000,000
(the "Debenture"); and
WHEREAS, China intends to convert the Debenture into shares of China's
common stock as per paragraph 2 of the Victoria Stock Purchase Contract.; and
WHEREAS, China, Calder, Xx Xxx Xx and Xxxxx wish to memorialize their
understandings of the distribution of the stock issued by China on conversion to
Anhui in full settlement of the outstanding promissory note.
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. Xx Xxx Xx and Xxxxxx herewith and hereby waive the requirements set
forth in paragraph 2 of the Victoria Stock Purchase Contract that the conversion
of the China Debenture may occur at China's option only if China's common stock
traded for 10 consecutive days at a high bid price of $5.00. Pursuant to this
waiver, Xx Xxx Xxx and Xxxxxx agree that China may convert the Debenture if
China's common stock closed for one consecutive day at a high bid price of
$5.00.
2. China herewith and hereby converts the issued and outstanding Debenture
in face amount of $21,000,000 in favor of Xx Xxx Xxx and Xxxxxx into 4,200,000
shares of common stock of which 2,100,000 are to be registered in the name of Xx
Xxx Xxx and 2,100,000 are to be registered in the name of Calder.
3. Xx Xxx Xxx, Anhui and Calder, specifically acknowledging the Brewery
Purchase Contract and, recognizing that Anhui is owed the sum of $10,500,000 by
promissory note and desiring to satisfy the terms of such promissory note, agree
that each of Xx Xxx Xxx and Xxxxxx shall cause 1,050,000 shares of China common
stock owned by them to be transferred to Anhui so that Anhui will have received
2,100,000 shares of China common stock with a present value of $10,500,000 and
Anhui agrees to return to Victoria the original promissory note in its
possession and further agrees to waive all interest due and payable pursuant to
the promissory note having accepted 2,100,000 shares of China common stock in
full settlement of all obligations of compensation due to Anhui by the Brewery
Purchase Contract.
4. All representations preceding herewith shall survive the Closing.
5. This Agreement may be signed in one or more counterparts.
6. This Agreement shall be construed under the laws of the State of New
York.
23
IN WITNESS WHEREOF, the parties have set their hands and seal the first
day, month and year above written.
VICTORIA BEVERAGE COMPANY LIMITED
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx, Director
ANHUI XXX XX BEER COMPANY LTD.
By: /s/ Xx Xx Xxxxx
---------------------------------
Xx Xx Xxxxx, President
CHINA FOOD & BEVERAGE COMPANY
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, President
/s/ Xx, Xxx Xx
---------------------------------
XX, XXX XX
XXXXXX INVESTMENTS LIMITED
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx, Director
24
