Exhibit 10.1


 





 


Agreement To Further
Extend The Closing of The Share Exchange Agreement


 


 


Pursuant to the Share Exchange
Agreement dated August 28, 2014 (referred to as the “Agreement”) 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 (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 (referred to as “GUI”);


 


AND


 


KAO WEI-CHEN (aka 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 (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 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 (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 on October 30, 2014 agreed to extend the closing of the transactions contemplated in the Agreement
(referred to as the “Closing”) to on or before December 30, 2014 from October 30, 2014, the initial target date as
set forth in Section 2.2 of Article II of the Agreement.


 


Kao and PPGCT Investors had
on December 30, 2014 requested for a further extension of the Closing to on or before February 28, 2015 in order to provide the
audited financial statements of Phnom Penh Golden Corridor Trading Co. Ltd. as at December 31, 2013 as requested for by the Company
and GUI. By signing of this agreement by the parties below, the parties hereby agree to further extend the Closing to on or before
February 28, 2015 or such other date as may be agreed to by the parties.




    	



    	 



    


 


 


 


Kao and PPGCT Investors had
on February 16 2015 provided the Company and GUI the audited financial statements of Phnom Penh Golden Corridor Trading
Co. Ltd. as at December 31, 2013 and December 31, 2014, respectively. However, the Company and GUI had taken longer than expected
to make arrangements to carry out the due diligence on Phnom Penh Golden Corridor Trading Co. Ltd. and had requested Kao and PPGCT
Investors for a further extension of the Closing to on or before May 31, 2015. Due to further delay in carrying the due diligence
by the Company and GUI, the Company and GUI had requested Kao and PPGCT Investors for a further extension of the Closing on or
before August 31, 2015. By signing of this agreement by the parties below, the parties hereby agree to further extend the Closing
to on or before August 31, 2015 or such other date as may be agreed to by the parties.


 


 


Agreed to on June 1, 2015 by:


 


GOLD UNION, INC. (“The Company”)



 


 


By: /s/ Supachai Sae-Chua


Supachai Sae-Chua


Chief Executive Officer,


Chief Financial Officer and Director


 


G.U. INTERNATIONAL LIMITED (“GUI”)
Witnessed By:


 


 


By: /s/ Supachai Sae-Chua


Supachai Sae-Chua


Director


 





KAO WEI-CHEN (aka KAO HSUAN-YING) 


(“Kao”) 


 


 


By: /s/ Kao Wei-Chen


Kao Wei-Chen (aka Kao Hsuan-Ying)


Identity No.: P 201459182


(Taiwan)