Agreement To Further Extend The Closing of The Share Exchange Agreement To December 31, 2015
Exhibit 10.1
Agreement To Further Extend The Closing of The Share Exchange Agreement To December 31, 2015
Pursuant to the Share Exchange Agreement dated August 28, 2014 and the Agreement to Amend the Share Exchange Agreement dated September 24, 2015 (collectively referred to as the “Agreement”) entered into BETWEEN:
GOLD UNION, INC., a Delaware
corporation having its principal office at 00xx Xxxxx, Xxxxxxx Tower #315, Monivong Boulevard, Corner Xxx Xxxxx Street, 00000 Xxxxx
Xxxx, Xxxxxxxx (previously at Xxxx 00X, Xxxxxx Xxxxx, Xxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 0, 33 Hop Xxxx Street, Xxxx Xxxx, NT, Hong
Kong, China, and 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 (referred to as “GUI”);
AND
XXX XXX-XXXX (aka 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 (referred to as “Kao”), the parties agreed and accepted the terms and conditions set forth therein for the Company to acquire through GUI from Kao and certain individuals and corporations (referred to as the “PPGCT Investors”) Four Hundred and Eighty (480) shares of the common stock of PHNOM PENH GOLDEN CORRIDOR TRADING CO. LTD., (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 (referred to as “PPGCT Common Stock”), representing 48% of the total issued and outstanding shares of the PPGCT Common Stock (hereinafter referred to as the “Sale Shares”) for a total consideration of United States Dollars Five Million (USD 5,000,000) only (hereinafter 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”).
Due to certain unforeseen circumstances, the parties had, via several agreements during the period December 30, 2014 through to October 30, 2015, extended the closing of the transaction contemplated in the Agreement (referred to as the “Closing”) to on or before November 30, 2015 (the “7th Extension”) from October 30, 2014, the initial target date as set forth in Section 2.2 of Article II of the Agreement.
In order to complete the Closing with the latest financial statements of Phnom Penh Golden Corridor Trading Co. Ltd. (referred to as “PPGCT”), the Company and GUI had requested PPGCT for its financial statements as at the end of September 30, 2015. As on the expiry of the 7th Extension, such financial statements had been furnished and being incorporated to the reporting of the Form 8K to be filed for the Closing event by the Company. The Company, however, is anticipating a delay in obtaining certain documents from its two prior auditors for its filing of the Form 8K and has requested Kao to agree to extend the Closing for another month in order to meet the Form 8K filing requirements. The parties hereby agree to further extend the Closing to on or before December 31, 2015 or such other date as may be agreed to by the parties.
Agreed to on November 30, 2015 by:
GOLD UNION, INC. (“The Company”)
By: /s/ Xxxxxxx Xxx
Xxxxxxx Xxx
Chief Executive Officer,
Chief Financial Officer and Director
G.U. INTERNATIONAL LIMITED (“GUI”) Witnessed By:
By: /s/ Supachai Sae-Chua
Supachai Sae-Chua
Director
XXX XXX-XXXX (aka XXX XXXXX-XXXX)
(“Xxx”)
By: /s/ Xxx Xxx-Xxxx
Xxx Xxx-Xxxx (aka Xxx Xxxxx-Xxxx)
Identity No.: P 201459182
(Taiwan)
