EXHIBIT 10.30
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT ("Modification Agreement") is entered into as of the
15/th/ day of April, 2000 by the undersigned parties.
RECITALS
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A. On or about March 1, 2000, a certain Supplemental Agreement in respect of
certain arrangements relating to China Bearing Holdings Limited (the
"Supplemental Agreement") was executed by and among China Bearing Holdings,
Limited, Asean Capital Limited, China International Bearing Holdings
Limited, Sunbase Asia, Inc., Smith Acquisition Company, Inc. Sunbase
International (Holdings) Limited, Extensive Resources Limited, Glory
Mansion Limited, Wardley China Investment Trust, MC Private Equity Partners
Asia Limited and Chine Investissement 2000;
B. In connection with the Supplemental Agreement, a certain Release (the
"Release") was executed by and among Glory Mansion Limited, Wardley China
Investment Trust, MC Private Equity Partners Asia Limited. Chine
Investissement 2000, Sunbase Asia, Inc., China International Bearing
Holdings Limited and Smith Acquisition Company, Inc. which Release was
undated and was delivered to Jenkens & Gilchrist, pursuant to the Escrow
Letter described below;
C. On or about March 1, 2000, a certain Escrow Letter (the "Escrow Letter")
was executed by and among Glory Mansion Limited, MC Private Equity Partners
Asia Limited, Wardley China Investment Trust, Chine Investissement 2000 and
Jenkens & Gilchrist.
D. Each of the Supplemental Agreement, the Release and the Escrow Letter
contemplate the closing on or about April 10, 2000 of a certain Stock
Purchase Agreement dated January 31, 2000 (the "Stock Purchase Agreement"),
by and among Smith Acquisition Company D/b/a Southwest Products Company,
Inc., Samuel T. Mok, as voting trustee, Sunbase Asia Inc., and William
McKay, as amended.
E. The parties to the Stock Purchase Agreement have agreed to extend the term
of the Stock Purchase Agreement to April 28, 2000 with closing to take
place on or prior to such date.
F. The parties to the Supplemental Agreement, the Release and the Escrow
Letter desire to indicate their agreement that the closing of the Stock
Purchase Agreement can occur on or prior to April 28, 2000 without
affecting the agreements of the parties set forth therein (other than as to
the date of the closing of the Stock Purchase Agreement).
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the undersigned agree as follows:-
1. Modification to Supplemental Agreement. In each place where the date
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10/th/ April, 2000 appears in the Supplemental Agreement such date is
modified to be 28/th/ April, 2000.
2. Modification to Escrow Letter. In each place where the date 15/th/ April,
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2000 appears in the Escrow Letter such date is modified to be 4th May,
2000. In each place where the date 30/th/ April, 2000 appears in the Escrow
Letter such date is modified to be 15/th/ May, 2000.
3. Counterparts. This Modification Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Modification Agreement has been duly executed under
seal by the parties hereto effective as of the date first above written.
GLORY MANSION LIMITED
By: /s/ Tien-yo Chao
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Tien-yo Chao
Duly authorised attorney
for and on behalf of
GLORY MANSION LIMITED
WARDLEY CHINA INVESTMENT TRUST
By: /s/ Tien-yo Chao
------------------------------------
Tien-yo Chao
Duly authorised attorney
for and on behalf of
WARDLEY CHINA INVESTMENT TRUST
2
MC PRIVATE EQUITY PARTNERS ASIA LIMITED
By: /s/ Yasushi Okahisa
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Mr. Yasushi Okahisa
Duly authorised
for and on behalf of
MC PRIVATE EQUITY PARTNERS
ASIA LIMITED
CHINE INVESTISSEMENT 2000
By: /s/ Tien-yo Chao
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Tien-yo Chao
Duly authorised attorney
for and on behalf of
CHINE INVESTISSEMENT 2000
CHINA BEARING HOLDINGS, LIMITED,
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Director
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ASEAN CAPITAL LIMITED
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Director
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CHINA INTERNATIONAL BEARING HOLDINGS
LIMITED
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Director
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SUNBASE ASIA, INC.
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Chief Financial Officer
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SMITH ACQUISITION COMPANY, INC.
By: /s/ Samuel Mok
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Name: Samuel Mok
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Title: Voting Trustee
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SUNBASE INTERNATIONAL (Holdings) LIMITED
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Director
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EXTENSIVE RESOURCES LIMITED
By: /s/ Li Yeun Fai Roger
---------------------------------
Name: Li Yeun Fai Roger
---------------------------------
Title: Authorised Representative
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