Exhibit 10.1


 





 


 


 


 


 


 


 


 


 


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


 


 


 


 


 


 


 


 


 


 








    	 



    	 



    

 


 


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 Shop 35A, Ground Floor, Hop Yick Commercial Centre Phase 1, 33 Hop Choi Street,
Yuen Long, 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, P.O. Box 1008, Victoria, Mahe, Republic of Seychelles (hereinafter
referred to as “GUI”);


 


AND


 


KAO WEI-CHEN (also known
as KAO HSUAN-YING), 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 PJU 6, 47600 Petaling Jaya, Selangor, Malaysia (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 No.56AB Third Floor, Street 432, Sangkat
Tuol Tompoung 1, Khan Chamkar Mon, Phnom Penh, Kingdom of Cambodia, and an address at No. 1EO, Street 211/138, Sangkat Veal Vong,
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 National Road 44, Phum Phkung, Chbarmorn 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/ Kim Chang Yuna Vincent
	Supachai Sae-Chua	Name: Kim Chang Yuna Vincent
	Chief Executive Officer,	Passport/ID No.: E5593060L
	Chief Financial Officer and Director	(Country: Singapore )
	 	 
	G.U. INTERNATIONAL LIMITED	(“GUI”) Witnessed By:
	 	 
	 	 
	By:  /s/ Supachai Sae-Chua	/s/ Kim Chang Yuna Vincent
	Supachai Sae-Chua	Name: Kim Chang Yuna Vincent
	Director	Passport/ID No.: E5593060L
	 	 
	 	(Country: Singapore)
	 	 
	 	 
	KAO WEI-CHEN (aka KAO HSUAN-YING)	 
	(“Kao”)	Witnessed By:
	 	 
	 	 
	By: /s/ Kao Wei-Chen (aka Kao Hsuan-Ying)	/s/ Chou Feng Kai
	Kao Wei-Chen (aka Kao Hsuan-Ying)	Name: Chou Feng Kai
	Identity No.: P 201459182	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
	CHOU PEI-CHI	Taiwan	
        264 Bangbon 1 Road., Bangbon District, Bangbon
        Sec.,

        Bangkok, 10510 Thailand.
	10.0%
	CHAIMONGKOL FOYFON	Thailand	
        98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.
	5.0%
	CHOU PEI-YING	Taiwan	
        98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 20/1,
        Ladkrabang District,

        Bangkok ,10520 Thailand.
	10.0%
	SONESITTICHOKE,    PARAMEE	Thailand	
        264 Bangbon 1 Road., Bangbon district, Bangbon
        Sec.,

        Bangkok, 10510 Thailand.
	5.0%
	CHOU FENG-KAI	Taiwan	
        98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.
	10.0%
	
        KRITTAKORN

        WONGYAI
	Thailand	
        98/49 Town Plus Onnut-Ladkrabang, Ladkrabang 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.
	5.0%
	Ng YI-MI	Malaysia	
        K5D, Tiara Damansara,

        33, Jalan 17/1,

        46400 Petaling Jaya,

        Selangor Darul Ehsan, Malaysia.
	5.0%
	LOW SWEE BENG	Malaysia	
        No. 2, Jalan PJU 7/11,  

        Mutiara Damansara,

        47800 Petaling Jaya,

        Selangor Darul Eshan, Malaysia.
	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
	KAO WEI-CHEN (aka KAO HSUAN-YING)	
        L8-09 Wisma BU 8,

        No.11, Lebuh Bandar Utama,

        Bandar Utama PJU 6,

        47600 Petaling Jaya,

        Selangor Darul Ehsan, Malaysia.

         
	
        1,125,000,000

         

         

	CHOU PEI-CHI	
        264 Bangbon 1 Road, Bangbon

 District, Bangbon
        Sec.,

        Bangkok, 10510 Thailand.

         
	250,000,000
	CHAIMONGKOL FOYFON	
        98/49 Town Plus

 Onnut-Ladkrabang, Ladkrabang

 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.

         
	125,000,000
	CHOU PEI-YING	
        98/49 Town Plus

 Onnut-Ladkrabang, Ladkrabang

 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.

         
	250,000,000
	SONESITTICHOKE,    PARAMEE	
        264 Bangbon 1 Road, Bangbon

 District, Bangbon
        Sec.,

        Bangkok, 10510 Thailand.

         
	125,000,000
	
        CHOU FENG-KAI

         
	
        98/49 Town Plus

 Onnut-Ladkrabang, Ladkrabang

 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.

         
	250,000,000
	
        KRITTAKORN

        WONGYAI
	
        98/49 Town Plus 

Onnut-Ladkrabang, 

Ladkrabang 20/1,
        Ladkrabang District,

        Bangkok, 10520 Thailand.

         
	125,000,000
	Ng YI-MI	
        K5D, Tiara Damansara,

        33, Jalan 17/1,

        46400 Petaling Jaya,

        Selangor Darul Ehsan, Malaysia.
	125,000,000 
	LOW SWEE BENG	
        No. 2, Jalan PJU 7/11,  

        Mutiara Damansara,

        47800 Petaling Jaya,

        Selangor Darul Ehsan, Malaysia.
	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
	CHOU PEI-CHI	 
	CHAIMONGKOL FOYFON	 
	CHOU PEI-YING	 
	SONESITTICHOKE,
    PARAMEE	 
	CHOU FENG-KAI	 
	
        KRITTAKORN

        WONGYAI
	 
	Ng YI-MI	 
	LOW SWEE BENG	 


 




 


 


 


 


 


 


 






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