CANCELLATION OF PROMISSORY NOTE
CANCELLATION OF PROMISSORY NOTE
This Cancellation of Promissory Note ("Cancellation Agreement") is entered into August 11, 2014, between San Lotus Holding Inc. ("SLH") and Lo, Fun-Ming, Yu, Chien-Yang, and Mao Ren International Inc. (the "Land Sellers").
R E C I T A L S
A. WHEREAS, SLH assumed a certain Promissory Note dated as of ugust 11, 2014 and originally held by Green Forest Management Consulting Inc. in the original principal amount of Three Billion Three Hundred Sixty Nine Million Three Hundred Three Thousand Six Hundred Ninety Three New Taiwan Dollars (TWD $3,369,303,693), in favor of the Land Sellers (the "Note");
B. WHEREAS, the Land Sellers used the funds owed under the Note to subscribe to shares of SLH common stock, which stock was distributed pursuant to the instructions of the Land Sellers as indicated on Schedule A attached hereto;
C. WHEREAS, the parties hereto agree that there are no obligations outstanding among the parties whatsoever relating to the Note; and
D. NOW, THEREFORE, the parties hereto desire to cancel the Note.
A G R E E M E N T
The Note is hereby terminated and cancelled and is of no further force and effect. The Land Sellers hereby agree to promptly return the Note to SLH.
IN WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement.
San Lotus Holding Inc.
/s/ Lo, Fun-Ming
By: /s/ Chen, Li Hsing Lo, Fun-Ming
Chen, Li Hsing
Chairman of the Board
/s/ Yu, Chien-Yang
Yu, Chien-Yang
Green Forest Management Consulting Inc.
Mao Ren International Inc
By: /s/ Chiang, Yu-Chang
Chiang, Yu-Chang
Director By: /s/ Chen, Kuan-Yu
Chen, Kuan-Yu
Chairman of Board
Mao Ren International Inc.
No. 121 Songzhu North Rd.,
Beitun Dist., Taichung City, Taiwan (R.O.C.)
1
Schedule A
PURCHASER LIST
| Purchaser |
| Purchase Amount(TWD) |
| Purchase Amount(USD) |
| Purchasing Shares |
1 | LO, FUN MING |
| $1,917,695,123 |
| $63,508,250.20 |
| 226,491,620 |
2 | DENG DONG LTD |
| $415,138,026 |
| $13,748,113.20 |
| 49,030,361 |
3 | HUANG, HUANG-CHANG |
| $373,866 |
| $12,381.30 |
| 44,156 |
4 | LAI, YUEH-ER |
| $560,800 |
| $18,572.00 |
| 66,234 |
5 | KAO, YU-TSAI |
| $84,670 |
| $2,804.00 |
| 10,000 |
6 | HUANG, CHIN-CHUNG |
| $592,687 |
| $19,628.00 |
| 70,000 |
7 | LAI, FU-HSIUNG |
| $70,097 |
| $2,321.40 |
| 8,279 |
8 | LIAO, PO-CHAN |
| $70,097 |
| $2,321.40 |
| 8,279 |
9 | HUANG, CHIN-YEN |
| $8,467 |
| $280.40 |
| 1,000 |
10 | LIU, CHIUNG-YANG |
| $5,647 |
| $187.00 |
| 667 |
11 | TING, YI-PING |
| $8,467 |
| $280.40 |
| 1,000 |
12 | Ocean Reserve Ltd. |
| $514,675,218 |
| $17,044,483.30 |
| 60,786,317 |
13 | YU, CHIEN-YANG |
| $50,487,881 |
| $1,672,005.60 |
| 5,962,930 |
14 | Da Chuang Business Management Consultant Co., Ltd |
| $2,804,004 |
| $92,860.10 |
| 331,170 |
15 | UHAO LTD. |
| $10,960,502 |
| $362,978.60 |
| 1,294,503 |
16 | CHEN, MING-CHU |
| $535,873 |
| $17,746.50 |
| 63,290 |
17 | Joyful Wealth Co., Ltd. |
| $2,747,927 |
| $91,003.00 |
| 324,547 |
18 | LI, CHINE-LIN |
| $58,668 |
| $1,942.90 |
| 6,929 |
19 | HSIEH, JUNG-MAO |
| $169,339 |
| $5,608.00 |
| 20,000 |
20 | CHANG, TA-CHING |
| $84,670 |
| $2,804.00 |
| 10,000 |
21 | CHAN, CHUN-FENG |
| $84,670 |
| $2,804.00 |
| 10,000 |
22 | CHANG, CHIA-CHEN |
| $127,004 |
| $4,206.00 |
| 15,000 |
23 | CHIU, CHAO-MING |
| $84,670 |
| $2,804.00 |
| 10,000 |
24 | WANG, HSIN-PING |
| $55,035 |
| $1,822.60 |
| 6,500 |
25 | Fuxin Ltd. |
| $55,035 |
| $1,822.60 |
| 6,500 |
26 | KUO, MAN-YU |
| $16,934 |
| $560.80 |
| 2,000 |
27 | HUANG LIU, HSIU-MEI |
| $84,670 |
| $2,804.00 |
| 10,000 |
28 | CHANG, JUEI-FENG |
| $84,670 |
| $2,804.00 |
| 10,000 |
29 | BABAIYI LTD |
| $161,280 |
| $5,341.10 |
| 19,048 |
30 | CHU,CHE-TZU |
| $279,410 |
| $9,253.20 |
| 33,000 |
31 | Daphne Chen Ltd. |
| $42,426,878 |
| $1,405,049.60 |
| 5,010,876 |
32 | Rocky Yu Ltd. |
| $42,426,878 |
| $1,405,049.60 |
| 5,010,876 |
33 | Jackson Yu Ltd. |
| $42,426,878 |
| $1,405,049.60 |
| 5,010,876 |
34 | Dennis Yu Ltd. |
| $42,426,878 |
| $1,405,049.60 |
| 5,010,876 |
35 | Gu Gu Gu Ltd. |
| $21,213,439 |
| $702,524.80 |
| 2,505,438 |
36 | Nan Fang Ltd. |
| $42,122,067 |
| $1,394,955.20 |
| 4,974,876 |
37 | New Bela Ltd. |
| $6,517,028 |
| $215,824.20 |
| 769,701 |
38 | Edwin Kwong |
| $846,696 |
| $2,804 |
| 100,000 |
| Total |
| $3,369,303,693 |
| $111,581,126.30 |
| 397,935,544 |