AGREEMENT TO AMEND THE SHARE EXCHANGE AGREEMENT BETWEEN GOLD UNION, INC. (the “Company”) G.U. INTERNATIONAL LIMITED (“GUI”) AND KAO WEI-CHEN (aka KAO HSUAN- YING) (“Kao”) DATED AUGUST 28, 2014
Exhibit 10.1
AGREEMENT TO AMEND
BETWEEN
GOLD UNION, INC. (the “Company”)
&
G.U. INTERNATIONAL LIMITED (“GUI”)
AND
XXX XXX-XXXX (aka XXX XXXXX-XXXX) (“Xxx”)
DATED AUGUST 28, 2014
Schedules
Schedule 2.1 (a) (Amended) - List Of PPGCT Investors & Their Respective Interests In the Sale Shares.
Schedule 2.1 (b) (Amended) - Kao’s And The Respective PPGCT Investors’ Entitlements To The Number Of Shares Of The Company Common Stock Issuable For The Exchange.
Schedule 2.1 (c) (Amended) - Signatures Of The PPGCT Investors
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AGREEMENT TO AMEND THE SHARE EXCHANGE AGREEMENT DATED AUGUST 24, 2015
This AGREEMENT (hereinafter referred to as “this Agreement”) dated as of the 23rd day of September, 2015, entered into:
BETWEEN
GOLD UNION, INC., a Delaware corporation having its principal office at Xxxx 00X, Xxxxxx Xxxxx, Xxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 0, 33 Hop Xxxx Street, Xxxx Xxxx, NT, Hong Kong, China (hereinafter referred to as “the Company”); and
G.U. INTERNATIONAL LIMITED
(Company Number: 150871), a wholly owned subsidiary of the Company, incorporated in the Republic of Seychelles under the International
Business Company Acts 1996 of the Republic of Seychelles, having its registered address at Second Floor, Capital City, Independence
Avenue, X.X. Xxx 0000, Xxxxxxxx, Xxxx, Xxxxxxxx of Seychelles (hereinafter
referred to as “GUI”);
AND
XXX XXX-XXXX (also known as XXX XXXXX-XXXX), holding Taiwan Citizen Identity (No. P 201459182), a citizen of Taiwan (Republic of China) having an address at L8-09 Wisma BU 8, No. 11 Lebuh Bandar Utama, Bandar Utama XXX 0, 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx (hereinafter referred to as “Kao”).
W I T N E S S E T H:
WHEREAS, Kao is a registered shareholder of Phnom Penh Golden Corridor Trading Co. Limited (Commercial Registration ID No.: Co. 1800KH/2013), a private limited company incorporated under the laws of the Kingdom of Cambodia having its head office at Xx.00XX Xxxxx Xxxxx, Xxxxxx 000, Xxxxxxx Xxxx Xxxxxxxx 0, Xxxx Xxxxxxx Xxx, Xxxxx Xxxx, Xxxxxxx of Cambodia, and an address at No. 1EO, Xxxxxx 000/000, Xxxxxxx Xxxx Xxxx, Khan 7 Makara, Phnom Penh, Kingdom of Cambodia (hereinafter referred to as “PPGCT”), holding Four Hundred and Ninety shares of common stock of PPGCT, representing 48% of the issued and outstanding shares of common stock of PPGCT (hereinafter referred to as “PPGCT Common Stock”), on Kao’s own behalf and on behalf of certain individuals and corporations as listed in Schedule 2.1 (a) herein contained (hereinafter collectively referred to as “PPGCT Investors”).
WHEREAS, PPGCT presently owns the entire interest of three parcels of land situated at Xxxxxxxx Xxxx 00, Xxxx Xxxxxx, Xxxxxxxxx Commune, Chbarmorn District, Kampong Speu Province, Kingdom of Cambodia, with title deed nos. 05020102-0045, 05020102-0550, and 05020103-0749, measuring in aggregate 172,510 square meters (m2), as evidenced in the Property Plan Layout attached as Exhibit A herein contained (hereinafter collectively referred to as the “PPGCT Property”);
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WHEREAS, the Company, GUI and Kao had on August 28, 2014 entered into an agreement (referred to as the “Share Exchange Agreement”) for the Company to acquire through GUI from Kao Four Hundred and Eighty (480) shares of the PPGCT Common Stock (representing 48% of the total issued and outstanding shares of the PPGCT Common Stock) currently held by Kao on Kao’s own behalf and on behalf of the PPGCT Investors (referred to as the “Sale Shares”) for a total consideration of United States Dollars Five Million (USD 5,000,000) only (referred to as the “Consideration”) to be satisfied by the issuance by the Company of 2,500,000,000 shares of the Company’s common stock in aggregate, valuing the shares of the Company’s common stock at USD 0.002 per share, to Kao and the PPGCT Investors (referred to as the “Exchange”) on the terms and conditions set forth in the Share Exchange Agreement;
WHEREAS, the Company, GUI and Kao had accepted the contemplated transaction stated in the Share Exchange Agreement and hereby agree to amend Schedules 2.1 (a), 2.1 (b) and 2.1 (c) of the Share Exchange Agreement as Schedule 2.1 (a) (Amended), Schedule 2.1 (b) (Amended) and Schedule 2.1 (c) (Amended) which are herein attached, respectively:
IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written.
| GOLD UNION, INC. (“The Company”) | Witnessed By: |
| By: /s/ Supachai Sae-Chua | /s/ Xxx Xxxxx Yuna Xxxxxxx |
| Xxxxxxxx Sae-Chua | Name: Xxx Xxxxx Yuna Xxxxxxx |
| Chief Executive Officer, | Passport/ID No.: X0000000X |
| Chief Financial Officer and Director | (Country: Singapore ) |
| G.U. INTERNATIONAL LIMITED | (“GUI”) Witnessed By: |
| By: /s/ Supachai Sae-Chua | /s/ Xxx Xxxxx Yuna Xxxxxxx |
| Xxxxxxxx Sae-Chua | Name: Xxx Xxxxx Yuna Xxxxxxx |
| Director | Passport/ID No.: X0000000X |
| (Country: Singapore) | |
| XXX XXX-XXXX (aka XXX XXXXX-XXXX) | |
| (“Kao”) | Witnessed By: |
| By: /s/ Xxx Xxx-Xxxx (aka Xxx Xxxxx-Xxxx) | /s/ Xxxx Xxxx Xxx |
| Xxx Xxx-Xxxx (aka Xxx Xxxxx-Xxxx) | Name: Xxxx Xxxx Kai |
| Identity No.: P 000000000 | Passport/ID No.: B121546012 |
| (Taiwan) | (Country: Tiawan |
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SCHEDULE 2.1 (a) (Amended)
List Of PPGCT Investors And Their Respective Interests In The Sale Shares
|
Name Of PPGCT Investor |
Citizenship | Address | Percentage Of Interest In The Sale Shares |
| XXXX XXX-XXX | Taiwan |
264 Bangbon 1 Road., Bangbon District, Bangbon Sec., Bangkok, 00000 Xxxxxxxx. |
10.0% |
| CHAIMONGKOL FOYFON | Thailand |
98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 00/0, Xxxxxxxxxx Xxxxxxxx, Xxxxxxx, 00000 Xxxxxxxx. |
5.0% |
| XXXX XXX-XXXX | Taiwan |
98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 00/0, Xxxxxxxxxx Xxxxxxxx, Xxxxxxx ,00000 Thailand. |
10.0% |
| SONESITTICHOKE, PARAMEE | Thailand |
264 Bangbon 1 Road., Bangbon district, Bangbon Sec., Bangkok, 00000 Xxxxxxxx. |
5.0% |
| XXXX XXXX-XXX | Taiwan |
98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 00/0, Xxxxxxxxxx Xxxxxxxx, Xxxxxxx, 00000 Xxxxxxxx. |
10.0% |
|
KRITTAKORN WONGYAI |
Thailand |
98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 00/0, Xxxxxxxxxx Xxxxxxxx, Xxxxxxx, 00000 Xxxxxxxx. |
5.0% |
| Ng YI-MI | Malaysia |
K5D, Tiara Damansara, 33, Xxxxx 00/0, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx. |
5.0% |
| LOW SWEE BENG | Malaysia |
Xx. 0, Xxxxx XXX 0/00, Xxxxxxx Xxxxxxxxx, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx. |
5.0% |
| Total 8 Individuals | 55.0% |
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SCHEDULE 2.1 (b) (Amended)
Kao’s And The Respective PPGCT Investors’ Entitlements To The Number Of Shares Of The Company Common Stock Issuable For The Exchange
| Name | Address | Entitlement to the Number of Shares of the Company Common Stock |
| XXX XXX-XXXX (aka XXX XXXXX-XXXX) |
L8-09 Wisma XX 0, Xx.00, Xxxxx Xxxxxx Xxxxx, Bandar Utama XXX 0, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx.
|
1,125,000,000
|
| XXXX XXX-XXX |
264 Bangbon 1 Road, Bangbon Bangkok, 00000 Xxxxxxxx.
|
250,000,000 |
| CHAIMONGKOL FOYFON |
98/49 Town Plus Xxxxxxx, 00000 Xxxxxxxx.
|
125,000,000 |
| XXXX XXX-XXXX |
98/49 Town Plus Xxxxxxx, 00000 Xxxxxxxx.
|
250,000,000 |
| SONESITTICHOKE, PARAMEE |
264 Bangbon 1 Road, Bangbon Bangkok, 00000 Xxxxxxxx.
|
125,000,000 |
|
XXXX XXXX-XXX
|
98/49 Town Plus Xxxxxxx, 00000 Xxxxxxxx.
|
250,000,000 |
|
KRITTAKORN WONGYAI |
98/49 Town Plus Xxxxxxx, 00000 Xxxxxxxx.
|
125,000,000 |
| Ng YI-MI |
K5D, Tiara Damansara, 33, Xxxxx 00/0, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx. |
125,000,000 |
| LOW SWEE BENG |
Xx. 0, Xxxxx XXX 0/00, Xxxxxxx Xxxxxxxxx, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx. |
125,000,000 |
| Total 9 Individuals | 2,500,000,000 |
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SCHEDULE 2.1 (c)
Signatures Of The PPGCT Investors
|
Name Of PPGCT Investor |
Signature |
| XXXX XXX-XXX | |
| XXXXXXXXXXX FOYFON | |
| XXXX XXX-XXXX | |
| SONESITTICHOKE, PARAMEE | |
| XXXX XXXX-XXX | |
|
KRITTAKORN WONGYAI |
|
| Ng YI-MI | |
| LOW SWEE BENG |
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