Exhibit 10.1


 





THIS AGREEMENT is made on the 20th day of
November, 2017 (hereinafter referred to as “the Agreement”)


 


BETWEEN:-


 


Hedi Property Sdn. Bhd. (Company
Number: 1243556-A), a company incorporated in Malaysia having a registered office address at 29-1, Jalan Puteri 5/7, Bandar Puteri,
47100 Puchong, Selangor, Malaysia (hereinafter referred to as “the Purchaser”), of the first part;


 


AND


 


G.U. International Limited (Company Number: 150871),
a company incorporated in the Republic of Seychelles having a registered address at the office of NovaSage Incorporations (Seychelles)
Limited, Second Floor, Capital City, Independence Avenue, P.O. Box 1008, Victoria, Mahé, Republic of Seychelles (hereinafter
referred to as “GUI”), and


 


Gold Union Inc., a company incorporated in the State
of Delaware, United States of America, having a registered address at registered agent’s
office at the office of Delaware Intercorp, Inc. 113 Barksdale Professional Center, Newark, DE, 19711, United States of
America (hereinafter referred to as “GOLU”) and a c/o address at Unit L8-09, Wisma BU8, No.11, Lebuh Bandar Utama PJU6,
47800 Petaling Jaya, Selangor, Malaysia,


(hereinafter GUI and GOLU collectively referred to as “the
Sellers”), of the second part.


 


RECITALS:-


 


		A.	As at the date hereof, GUI is a wholly-owned subsidiary
of GOLU. In September 2014, GOLU acquired through GUI from several individuals a total of 48% of the total equity 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 No.56AB Third Floor, Street 432, Sangkat Tuol Tompoung 1, Khan Chamkar
Mon, Phnom Penh, Kingdom of Cambodia, and another address at 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”). Through a nominee agreement dated
December 31, 2014 signed between GUI and SAE-CHUA SUPACHAI of Unit 505, 5th Floor, Lyara
Tower 2/22 Chan Road, Thung Wad Don, Sathorn BKK 10120, Thailand, holding Thailand Passport No: AA1868401(hereinafter referred
to as “SCS”), who is also a director of GUI, SCS was appointed the nominee of GUI to hold on behalf and for the benefits
of GUI Four Hundred and Eighty (480) shares of common stock of PPGCT (hereinafter referred to “the GUI’s PPGCT Shares”),
representing 48% of the issued and outstanding shares of common stock of PPGCT (hereinafter referred to as “the Issued PPGCT
Shares”).





 


		B.	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”);



 


		C.	The Purchaser desires to acquire from the Sellers the entire
GUI’s PPGCT Shares currently held in the name of SCS on behalf of the Sellers (hereinafter referred to as the “Sale
Shares”) for a total consideration of RINGGIT MALAYSIA ONE MILLION SIX HUNDRED THIRTY ONE THOUSAND TWO HUNDRED AND FORTY
FIVE ONLY (RM1,631,245.00) (hereinafter referred to as “the Total Consideration”) to be satisfied by the issuance
by the Purchaser ONE MILLION SIX HUNDRED THIRTY ONE THOUSAND TWO HUNDRED AND FORTY FIVE (1,631,245) shares of the Purchaser’s
ordinary shares, valuing the shares of the Purchaser’s ordinary share at RIMGGIT MALAYSIA ONE ONLY (RM1.00) per share, to
GOLU (hereinafter referred to as “the Sale & Purchase”) on the terms and conditions set forth below.



 


 


 






    	 	1	 



     

    

 


IT IS HEREBY AGREED as follows:-


 


	1.	DEFINITIONS & INTERPRETATION






 


In this Agreement,
unless the subject or context otherwise requires:-


 


		1.1	the following words and expressions shall have the following
meanings:-



 


	 	“Business Day”	means a day except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) on which
banks are open for business in Selangor, Malaysia;




 


	 	“Completion”	has the meaning ascribed thereto in Clause 3.1;




 


	 	“Completion
    Date”	means the date the parties to this Agreement have fulfilled their respective obligations under this Agreement;




 


	 	“Conditions
    Precedent”	has the meaning ascribed thereto in Clause 2.1;




 


	 	“Documents”	has the meaning ascribed thereto in Clause 3.2.3;




 


	 	“Due Diligence”	has the meaning as ascribed thereto in Clause 2.1;




 


	 	“Encumbrance”	includes any interest or equity of any person (including any right to acquire, option, pre-emption right or right of first refusal)
or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement
or arrangement;




 


	 	“New Hedi
    Shares”	has the meaning ascribed thereto in Clause 3.3;




 


	 	“GUI’s
    PPGCT Shares”	has the meaning ascribed thereto in Recital A;




 


	 	“Issued
    PPGCT Shares”	has the meaning ascribed thereto in Recital A;




 


	 	“Notice
    of Termination”	means a written notice, given by a Party to the other, stating that the Party wishes to terminate this Agreement;




 


	 	“Parties”	means, collectively, the Purchaser and the Sellers and the expression "Party" shall refer to any of them as the
context dictates;






 


	 	“PPGCT”	has the meaning ascribed thereto in Recital A;




 


	 	“Pre-Completion
    Period”	means the period from the date of this Agreement to Completion;




 


	 	“Public
    Authorities”	includes:




 


	 	(a)	any government in any jurisdiction, whether
federal, state, provisional, territorial or local;






 


	 	(b)	any minister, department, officer, commission, delegate, instrumentality, agency, board, authority
or organisation of any government or in which any government is interested; and






 


	 	(c)	any non-government regulatory authority;






 


 


 






    	 	2	 



     

    

 


	 	“Ringgit
    Malaysia” or “RM”	means the lawful currency of Malaysia;




 


	 	“Sale Shares”	has the meaning ascribed thereto in Recital C;




 


	 	“Sale
    & Purchase”	has the meaning ascribed there to in Recital C;




 


	 	“Total
    Consideration”	has the meaning ascribed thereto in Recital C;




 


	 	“Transfer”	has the meaning ascribed thereto in Clause 3.2.1; and




 


	 	“Unconditional
    Date”	has the meaning ascribed thereto in Clause 2.4;




 


		1.2	any reference to "Completion" shall mean
completion of the Sale & Purchase by the delivery of the Certificates & Transfer Forms by the Sellers to the Purchaser
AND the Final Payment of the Total Consideration from the Purchaser to the Sellers;





 


		1.3	any reference to a statutory provision shall include such
provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the
date of this Agreement;





 


		1.4	any reference to “law” includes common law
and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure
in any jurisdiction or any present or future directive, regulation, request or requirement (in each case, whether or not having
the force of law but, if not having the force of law, the compliance with which is in accordance with the general practice of
persons to whom the directive, regulation, request or requirement is addressed);





 


		1.5	references to Recitals, Clauses and Schedules are to recitals
and clauses of and schedules to this Agreement and references to this "Agreement" shall mean this Agreement as
may be amended from time to time;





 


		1.6	the headings in this Agreement are for convenience only
and shall not affect the interpretation hereof;





 


		1.7	unless the context otherwise requires, references to the
singular number shall include references to the plural number and vice versa, references to natural persons shall include bodies
corporate, and the use of any gender shall include all genders;





 


		1.8	“including” and similar expressions are not
and must not be treated as words of limitation;





 


		1.9	the words “hereof”, “herein” and
“hereunder” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement;





 


		1.10	the expression “Purchaser” and “Sellers”
shall include their respective successors, nominees and permitted assigns; and





 


		1.11	a period of days from the occurrence of an event or the
performance of any act or thing shall be deemed to exclude the day on which the event happens or the act or thing is done or to
be done (and shall be reckoned from the day immediately following such event or act or thing), and if the last day of the period
is not a Business Day, then the period shall include the next following day which is a Business Day.



 


 


 






    	 	3	 



     

    

 




	2.	CONDITIONAL AGREEMENT






 


		2.1	It is hereby expressly agreed
and declared that this Agreement and the obligations of the Purchaser to acquire the Sale Shares from the Sellers shall be conditional
upon and subject to a due diligence to be carried out by the Purchaser on the financial and other affairs of PPGCT (hereinafter
referred to as “the Due diligence”) and that, in the sole written opinion of the Purchaser, such Due Diligence is
acceptable and satisfactory to the Purchaser (hereinafter referred to as “the Conditions Precedent”).





 


		2.2	The Sellers shall take all necessary actions to provide
the Purchaser or its representative with all information and documentations so requested to enable the Purchaser to proceed with
the Due Diligence.





 


		2.3	In the event that the Conditions Precedent shall not have
been met on or before the expiry of thirty (30) days from the date of this Agreement, or such other date as may be mutually agreed
upon by the Parties in writing, then either the Purchaser or the Seller shall be entitled to terminate this Agreement by giving
a Notice of Termination to that effect to the other party (in which event the provisions of Clause 7.6 shall apply) and this Agreement
shall terminate and be null and void and of no further effect whatsoever and none of the Parties shall have any claims against
the other hereunder for costs, damages, compensation or otherwise.





 


		2.4	This Agreement shall become unconditional on the date on
which the Conditions Precedent shall have been duly met in accordance with the provisions of this Clause 2 (which date shall in
this Agreement be called “the Unconditional Date”).





 


		2.5	The Purchaser may waive any of the Conditions Precedent
(or condition attached thereto) at any time by notice in writing to the Sellers.





 


	3.	COMPLETION




 


		3.1	The Parties agree that the completion of the Sale &
Purchase as contemplated in this Agreement (hereinafter referred to as “the Completion”) shall take place at the principal
place of business of Hedi Property (or at such other places the Parties may agree) on or before the 3rd Business Day
following the Unconditional Date (hereinafter referred to as “the Completion Date”).



 


		3.2	On the Completion Date, the Sellers shall deliver or caused
to be delivered to the Purchaser:-





 


		3.2.1	the duly executed (but undated and unstamped) by SCS the
document for the transfer of ownership in respect of the Sale Shares (hereinafter referred to as “the Transfer”);



 


		3.2.2	the original share certificates of the Sale Shares; and



 


		3.2.3	a copy of the resolution of the board of directors of PPGCT
(hereinafter referred to as “the PPGCT Board Resolution”) certified by the Company Secretary or a director of PPGCT,
evidencing their approvals of the transfer of the Sale Shares from SCS to the Purchaser contemplated in this Agreement (hereinafter
the documents pursuant to sub-clauses of Clause 3.2 herein shall collectively be referred to as “the Documents”)



 


		3.3	On the Completion Date, the Purchaser shall issue to GOLU
(in the name of Gold Union Inc. and address as Unit L8-09, Wisma BU8, No.11, Lebuh Bandar Utama PJU6, 47000 Petaling Jaya, Selangor,
Malaysia) or at the discretion and directive of GOLU, to the shareholders of GOLU (in the names of the shareholders and addresses
to be provided by GOLU) a total of ONE MILLION SIX HUNDRED THIRTY ONE THOUSAND TWO HUNDRED AND FORTY FIVE (1,631,245) shares of
the Purchaser’s ordinary shares, valuing the shares of the Purchaser’s ordinary share at RINGGIT MALAYSIA ONE ONLY
(RM1.00) per share, being the full payment towards the Total Consideration for the Sale Shares (hereinafter referred to as “the
New Hedi Shares”)



 


 


 






    	 	4	 



     

    

 


		3.4	Subject to the full satisfaction of the delivery of the
Documents by the Sellers to the Purchaser AND the delivery of the New Hedi Shares by the Purchaser to GOLU (or to the shareholders
of GOLU as may be informed by GOLU) to a representative of GOLU (or the shareholders of GOLU) as may be informed to the Purchaser
by the Sellers in due course in accordance to the provisions herein, the Completion shall be deemed to have taken place on the
Completion Date.



 


	4.	WARRANTIES






 


		4.1	The Sellers collectively represents and warrants to the
Purchaser:-





 


		4.1.1	that GUI is the direct beneficiary owner and GOLU is the
ultimate beneficiary owner and that SCS is obligated under the Nominee Agreement to carry out instruction from GUI to transfer
to the Purchaser full title of the Sale Shares to the Purchaser free from any Encumbrances on Completion;





 


		4.1.2	that they have full legal rights, powers, capacity and
authority to execute, delivery, enter into, exercise their rights and lawfully perform and comply with their obligations under
this Agreement;





 


		4.1.3	that all actions, conditions and things required to be
taken, fulfilled and done (including without limitation the obtaining of any necessary consents or the making of any filing or
registration) (a) in order to enable them to lawfully enter into, exercise their rights and perform and comply with their obligations
under this Agreement and to ensure that those obligations are legally binding and enforceable and (b) for the transfer of the
Sale Shares from SCS to the Purchaser have been taken, fulfilled and done;





 


		4.1.4	that their entry into, exercise of their rights and/or
performance of or compliance with their obligations under this Agreement do not and will not violate, or exceed any power or restriction
granted or imposed by (a) any law to which they are subject, (b) the memorandum and articles of association of PPGCT, or (c) any
agreement or arrangement to which any or both of them is a party or which is binding them or their assets;





 


		4.1.5	that there are no other classes of shares in the capital
of PPGCT except ordinary shares which rank pari passu among themselves;





 


		4.2	The Purchaser represents, warrants and confirms to the
Sellers that the Purchaser has the capacity and authority to enter into, exercise its rights and lawfully perform and comply with
its obligations under this Agreement.





 


		4.3	Each Party further represents, warrants to and undertakes
with the other Party that each of the representations, warranties and undertakings contained in this Agreement will be true and
accurate in all material respects on Completion Date as though the same were made on Completion Date.



 


	5.	UNDERTAKINGS






 


		5.1	The Sellers hereby irrevocably undertake that during the
Pre-Completion Period:-



 


		5.1.1	none of the Sale Shares are sold or otherwise transferred,
or offered for sale, and thus no agreement or commitment is entered into (in writing or otherwise) to sell or otherwise transfer,
any of the Sale Shares or any interest in or right relating thereto;





 


		5.1.2	they do not permit, offer, agree or commit (in writing
or otherwise) to permit, any of the Sale Shares to become subject, directly or indirectly, to any Encumbrance; and



 


		5.1.3	they do not, save with the prior consent in writing of
the Purchaser, enter into any transaction or take any action that might cause or constitute a breach of any of the representations
and warranties stated in Clause 4.1 above.



 


 


 






    	 	5	 



     

    

 


		5.2	The Purchaser hereby irrevocably undertakes that it shall
ensure that the directors of the Purchaser shall give their approval for the appointment of the Sellers’ nominee to be a
director of the Purchaser on the Completion Date.



 


		5.3	The Purchaser hereby irrevocably undertakes that it shall,
upon the issuance by the Purchaser on the Unconditional Date of its letter stating its acceptance and satisfaction of the Due
Diligence, cause its board of directors to resolve to approve (i) the issuance of the New Hedi Shares to GOLU; (ii) the appointment
of the Purchaser’s nominee as a director of the Purchaser.



 


		5.4	The Sellers hereby irrevocably undertakes that it shall
cause PPGCT to submit the relevant Documents as stated in Clause 3.2 above and to issue new certificate(s) for the Sale Shares
transferred to the Purchaser by SCS within ten (10) Business Days from the Completion Date.



 


	6.	CONFIDENTIALITY




 


		6.1	The Parties hereto agree and covenant that:-



 


		6.1.1	all information and data of whatever nature in whatever
form relating to the transactions as contemplated under and pursuant to this Agreement obtained, acquired or received by the Purchaser
for the purposes of the Due Diligence pursuant to this Agreement (“Confidential Information”) shall at all times be
held strictly private and confidential and the Parties shall take all steps necessary to prevent it from being disclosed or made
public to any third party by any Relevant Persons (as defined hereunder) or coming by any means into the possession of any third
party.





 


		6.1.2	the Confidential Information shall not be made available
or disclosed in whole or in part to any third party without the prior written approval of the other Party Provided that any party
may without such approval:-





 


		a)	make available or disclose such data and information to
any affiliate of such party upon obtaining a similar undertaking of confidentiality but of unlimited duration from such affiliate;





 


		b)	make available or disclose such data and information to
any outside professional consultants upon obtaining a similar undertaking of confidentiality but of unlimited duration from such
consultants;





 


		c)	make available or disclose such data and information to
any bank or financial institution from whom such party is seeking or obtaining finance upon obtaining a similar undertaking of
confidentiality but of unlimited duration from such bank or institution;





 


		6.2	Each Party hereby warrants, undertakes and agrees with
the other Party as follows:



 


		6.2.1	this clause is binding upon the Party and all its officers,
employees, servants or agents or professional advisers of such persons (together 'Relevant Persons');



 


		6.2.2	this clause extends to all Confidential Information but
does not extend to information which at the time it is obtained is in the public domain or comes to the public domain through
no fault of the Party;



 


		6.2.3	the Party shall use the Confidential Information solely
for the purpose of conducting the Due Diligence and financial audit over the assets of PBS, its property, business and records
relating to the transactions as contemplated under this Agreement and the Party shall not use any part of the Confidential Information
for any other purpose whatever;



 


 


 






    	 	6	 



     

    

 


		6.2.4	the Party shall not use or disclose or permit the disclosure
by any person of the Confidential Information for the benefit of any third party or in such a way as to procure that the Party
may at any time obtain commercial advantage over the other Party;



 


		6.2.5.	neither the Party nor any of the Relevant Persons shall
by any means copy or part with possession of the whole or any part of the Confidential Information;



 


		6.2.6	the Party shall keep all materials containing Confidential
Information in a safe and secure place and return them to the other Party immediately on occurrence of the event as provided under
clause 10 or on the other Party's prior request.



 


		6.3	Each Party shall indemnify and keep the other Party at
all times fully indemnified from and against any loss actions, proceedings, claims, demands, costs, awards and damages suffered
by the other Party arising directly or indirectly as a result of any breach or non-performance by the Party of any of the Party's
warranties, undertakings or obligations under this clause.





 


		6.4	This clause shall survive the termination or cessation
of this Agreement.





 


	7.	TERMINATION




 


		7.1	The Sellers may, at any time while such default subsists,
give a Notice of Termination to the Purchaser in the event that:-





 


		7.1.1	the Purchaser fails, neglects, refuses or is unable to
perform or comply with any of its undertakings and covenants on its part herein to be performed; or



 


		7.1.2	the Purchaser defaults in the issuance of the New Hedi
Shares as full payment towards the Total Consideration in accordance with the provisions of this Agreement.



 


		7.2	The Purchaser may at any time while such default subsists
give a Notice of Termination to the Sellers in the event that:-





 


		7.2.1	the Sellers fail, neglect, refuse or are unable to deliver
any of the information and documents for the Purchaser to conduct the Due Diligence in accordance with the provisions of this
Agreement; or





 


		7.2.2	the Sellers fail, neglect, refuse or are unable to perform
or comply with any of their undertakings and covenants on its part herein to be performed.





 


		7.3	A Party may, at any time, give a Notice of Termination
to the other Party if:-



 


		7.3.1	the other Party is or becomes, or is adjudicated or found
to be, bankrupt or insolvent or suspends payment of its debts or is (or is deemed to be) unable to or admits inability to pay
its debts as they fall due or proposes or enters into any composition or other arrangement for the benefit of its creditors generally
or proceedings are commenced in relation to that Party under any law regulation or procedure relating to reconstruction or adjustment
of debts; or





 


		7.3.2	an administrator or receiver or receiver and manager is
appointed over, or distress, attachment or execution is levied or enforced upon, any part of the assets or undertaking of the
other Party, or





 


		7.3.3	the other party is threatened to be or is being sued by
any third party for any matter what-so-ever, or



 


		7.3.4	it shall be found that any of the warranties or undertakings
of the other Party contained under this Agreement are untrue or incorrect in any material respect.



 


 


 






    	 	7	 



     

    

 


		7.4	In the event of a Notice of Termination being duly given
by either Party:-





 


		7.4.1	the Sellers shall, within 10 days from the Notice of Termination,
return to the Purchaser all documents, if any, delivered to them;





 


		7.4.2	the Purchaser shall, within 10 days from the Notice of
Termination, return to the Sellers all documents, if any, delivered to them;





 


		7.5	Following the giving of a Notice of Termination under any
of the provisions of this agreement, no Party will have any further obligation under this Agreement to the other Party, except:-





 


		7.5.1	in respect of :–



 


		(i)	their respective obligations under clause 7.4;



 


		(ii)	any obligation under this Agreement which is expressed
to apply after the termination of this Agreement; and



 


		(iii)	any rights or obligations which have accrued in respect
of any breach of any of the provisions of this agreement to either Party prior to such termination; and



 


		7.5.2	should the Sellers be the
party in default, the Sellers shall return to the Purchaser the New Hedi Shares received by the Sellers.



 


		7.6	Notwithstanding the provisions of this Clause 7, the Parties
shall be at liberty to take such action in law as may be necessary to compel the other Party by way of specific performance to
complete the transactions as contemplated under this Agreement and in accordance with the provisions of this Agreement (in which
respect the alternative remedy of monetary compensation will not be regarded as compensation or sufficient compensation for any
default of the defaulting party in the performance of the terms and conditions of this Agreement) and to recover damages for the
defaulting party's breach of this Agreement.





 


	8.	RELEASE AND INDULGENCE






 


Any liability to any Party
may in whole or in part be released, compounded or compromised or time or indulgence given by that Party in that Party's absolute
discretion as regards the other Party under such liability without in any way prejudicing or affecting the first Party's rights
against the other Party under the same or a like liability whether joint and several or otherwise.


 


	9.	TIME OF ESSENCE






 


Any time, date or period mentioned
in any provision of this Agreement may be extended by mutual agreement between the Parties, but as regards any time, date or period
originally fixed and not extended or any time, date or period so extended as aforesaid time is of the essence.


 


	10.	COSTS AND EXPENSES






 


		10.1	Each Party shall bear its costs and expenses incurred in
the preparation, negotiation and execution of this Agreement including its solicitors’ costs.





 


		10.2	The Sellers shall bear the stamp duty payable on the Transfer,
the issuance of the New Hedi Shares and on this Agreement.





 


 


 






    	 	8	 



     

    

 


	11.	NOTICES






 


		11.1	Subject as otherwise
provided in this Agreement, all notices, demands or other communications required or permitted to be given or made hereunder shall
be in writing and delivered personally or sent by prepaid post or by facsimile message addressed to the intended recipient thereof
at its address set out below or at its facsimile number set out below (or to such other address or facsimile number as any Party
may from time to time notify the other). Any such notice, demand or communication shall be deemed to have been duly served (if
given personally) upon delivery, (if given or made by facsimile) immediately or (if given or made by letter) three (3) Business
Days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed,
stamped and posted. The initial addresses and email addresses of the Parties for the purpose of this Agreement are:-





 





	 	To the Sellers:	Attention: YC Lim
	 	 	Address:
Unit L8-09, Wisma BU8,
	 	 	No.11,
Lebuh Bandar Utama PJU6,
	 	 	47000
Petaling Jaya, Selangor, Malaysia.
	 	 	Email Address:
ronnielimyc12@gmail.com
	 	 	 
	 	To the Purchaser:	Attention: Low Swee Beng
	 	 	Address:
29-1, Jalan Puteri 5/7, Bandar Puteri, 47100
	 	 	Puchong, Selangor, Malaysia.
	 	 	Email Address:
sblowng@yahoo.com



  


		11.2	Any such notice or demand sent as aforesaid shall be deemed
to be served notwithstanding it be delivered or returned undelivered and in proving such service it shall be sufficient to prove
that the notice demand was properly addressed and posted as aforesaid and a sworn statement to that effect by sending Party or
a copy has been sent to the email address of the receiving party or solicitors acting on such Party’s behalf shall be sufficient.





 


	12.	PREVIOUS AGREEMENTS






 


		12.1	This Agreement is in substitution for all previous agreements
(whether in writing or verbal), including any letter of intent, between the Parties in respect of the subject matter of this Agreement
and contains the whole agreement between the Parties relating to the subject matter of this Agreement.





 


		12.2	No amendment or variation of this Agreement shall be effective
unless in writing and signed by or on behalf of each of the Parties.





 


	13.	REMEDIES




 


No remedy conferred by any of
the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity,
by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies
by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.


 


	14.	SEVERANCE






 


Any term, condition,
stipulation, provision, covenant or undertaking in this Agreement which is illegal, void, prohibited or unenforceable shall be
ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable
any other term, condition, stipulation, provision, covenant or undertaking herein contained. Wherever legally possible any ineffective
provisions shall be deemed substituted with such other provisions as would best fulfil the intentions of the Parties as expressed
by the provision deemed ineffective and which would have the closest economic effect to such provision deemed ineffective.


 


 


 






    	 	9	 



     

    

 


	15.	GOVERNING LAW AND JURISDICTION






 


		15.1	This Agreement is governed by and is to be construed in
accordance with the laws of Malaysia.





 


		15.2	In relation to any legal action or proceedings arising
out of or in connection with this Agreement, the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts
of Malaysia.





 


	16.	ASSIGNMENT






 


Save and except
as provided under this Agreement, neither Party shall be entitled to assign or transfer any of its rights and/or obligations hereunder
without the prior written consent of each of the other Parties.


 


	17.	COUNTERPARTS






 


This Agreement
may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same agreement.


 


	18.	CONTINUING EFFECT OF AGREEMENT




 


All provisions
of this Agreement shall so far as they are capable of being performed or observed, continue in full force and effect notwithstanding
completion, except in respect of those matters then already performed.


 


Exhibit
A : Property Plan Layout is attached overleaf before the signature page. 


 


[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


 


 






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IN WITNESS WHEREOF the Parties have
hereunto caused their respective hands to be set down hereunder the day and year first above written.


 


 


	The Sellers	 	 	 
	 	 	 	 
	For and on-behalf of	 	For and on-behalf of	 
	G.U. International Limited (“GUI”)	 	Gold Union Inc. (“GOLU”)	 
	 	 	 	 
	/s/ Sea-Chae Supachai	 	/s/ Yew Chuan Lim	 
	Sea-Chae Supachai	 	Ye Chuan Lim	 
	(Thai Passport No: XXXXXXXXX)	 	(Malaysian IC No. XXXXXX-XX-XXXX)	 
	Position: Director	 	Position: Director, CEO & CFO	 
	 	 	 	 
	Witnessed By:	 	Witnessed By:	 
	 	 	 	 
	/s/ Mathaparin Benchapksuttipapha	 	/s/ Ng King Kau	 
	(Name: Mathaparin Benchapksuttipapha)	 	(Name:
Ng King Kau)	 
	(Thai ID No.: XXXXXXXXXXXXX)	 	(Malaysian
IC No: XXXXXX-XX-XXXX)	 
	 	 	 	 
	 	 	 	 
	The Purchaser	 	 	 
	 	 	 	 
	For and on-behalf of	 	 	 
	Hedi Property Sdn. Bhd.	 	 	 
	 	 	 	 
	/s/ Low Swee Beng	 	 	 
	Low Swee Beng	 	 	 
	Director	 	 	 
	(Malaysian
IC No: XXXXXX-XX-XXXX)	 	 	 
	 	 	 	 
	Witnessed By:	 	 	 
	 	 	 	 
	/s/ Ng Yi-Mi	 	 	 
	(Name: Ng Yi-Mi)	 	 	 
	(Malaysian
IC No: XXXXXX-XX-XXXX)	 	 	 
	 	 	 	 






 


 






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