AMENDMENT 5 TO ACQUISITION AGREEMENT
Exhibit 10.91
AMENDMENT 5 TO ACQUISITION AGREEMENT
This Amendment 5 to Acquisition Agreement (this “Amendment”), dated March 12, 2017 is entered into by and among China United Insurance Service, Inc., a company with limited liability incorporated under the laws of Delaware (“CUIS”) and the selling shareholders of Action Holdings Financial Limited (“AHFL”) as listed in Schedule I of this Amendment (the “Selling Shareholders”) .
CUIS and the Selling Shareholders are collectively referred to as the “Parties” and each a “Party” under this Amendment.
WHEREAS, the Parties entered into the Acquisition Agreement on August 24, 2012 (the “Agreement”), pursuant to which CUIS acquired any and all issued and outstanding shares of AHFL and became the sole shareholder of AHFL, and the Parties agreed that CUIS shall pay the consideration set forth in Section 2.2 of the Agreement for such acquisition.
WHEREAS, the Company and the selling shareholders of AHFL entered into a fourth amendment to the Agreement, pursuant to which, on or prior to March 31, 2017, the Company agreed to distribute the cash payment in the amount of NT$15 million.
WHEREAS, the Selling Shareholders and CUIS desire to amend certain provisions of Sections 2.2(iii) of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:
To amend and restate Sections 2.2(iii):
(iii) pay NT$15 million to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Schedule I on or prior to March 31, 2019 or at any other time or in any other manner otherwise agreed upon by and among the Parties.
Capitalized terms defined in the Agreement have, unless expressly defined in this Amendment or the context requires otherwise, the same meaning in the Agreement.
Except amended by this Amendment, any other provision of the Agreement shall remain unchanged. This Amendment together with the Agreement shall constitute the entire agreement among the Parties with respect to the subject matter of the Agreement and shall supersede all previous communications of the Parties in respect of the subject matter of the Agreement. This Amendment is made in one or more counterparts, all of which will be considered one and the same agreement and will become effective. When one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF the Parties hereto have executed this Amendment as of the day and year first above written.
China United Insurance Service, Inc. | ||
By: | /s/Yi-Hsiao Mao | |
Name: | Yi-Hsiao Mao | |
Title: | Director |
By: /s/ MAO YI HSIAO | By: /s/ CHOU CHUNG HSIEN | |
Name: MAO YI HSIAO | Name: CHOU CHUNG HSIEN | |
By: /s/ CHEN HUNG JU | By: /s/ YU HENG CHI | |
Name: CHEN HUNG JU | Name: YU HENG CHI | |
By: /s/ CHENG MIN LUNG | By: /s/ CHEN HSIN CHU | |
Name: CHENG MIN LUNG | Name: CHEN HSIN CHU | |
By: /s/ LEE TSUN HSING | By: /s/ CHEN SHU TZU | |
Name: LEE TSUN HSING | Name: CHEN SHU TZU | |
By: /s/ YEH FU CHAO | By: /s/ CHEN YING CHANG | |
Name: YEH FU CHAO | Name: CHEN YING CHANG | |
By: /s/ HSU MING CHU | By: /s/ CHEN YI CHING | |
Name: HSU MING CHU | Name: CHEN YI CHING | |
By: /s/ YU WANG CHIN | By: /s/ YANG LI LING | |
Name: YU WANG CHIN | Name: YANG LI LING | |
By: /s/ WANG LING SHUEH | By: /s/ CHEN PO CHIANG | |
Name: WANG LING SHUEH | Name: CHEN PO CHIANG | |
By: /s/ CHEN HSIAO HUNG | By: /s/ CHIANG WEN TE | |
Name: CHEN HSIAO HUNG | Name: CHIANG WEN TE | |
By: /s/ LI BI E | By: /s/ LIN KUNG YEN | |
Name: LI BI E | Name: LIN KUNG YEN | |
By: /s/ YANG CHE CHIA | By: /s/ HONG ZHONG NAN | |
Name: YANG CHE CHIA | Name: HONG ZHONG NAN | |
By: /s/ CHOU SHIOU HUEI | By: /s/ JIAN SU HUA | |
Name: CHOU SHIOU HUEI | Name: JIAN SU HUA | |
By: /s/ HSU YA LIN | By: /s/ HAO CHIEH | |
Name: HSU YA LIN | Name: HAO CHIEH | |
By: /s/ WANG JEN CHUAN | By: /s/ WANG MEI HUI | |
Name: WANG JEN CHUAN | Name: WANG MEI HUI | |
By: /s/ LIAO YUNG MING | By: /s/ LIU TA WEI | |
Name: LIAO YUNG MING | Name: LIU TA WEI | |
By: /s/ CHANG CHIEN HAN CHUNG | By: /s/ CHENG HSING LING | |
Name: CHANG CHIEN HAN CHUNG | Name: CHENG HSING LING |
By: /s/ YANG HSIU YUN | By: /s/ LIN TING HUA | |
Name: YANG HSIU YUN | Name: LIN TING HUA | |
By: /s/ LIN CHU CHUN | By: /s/ LEE YAO TUNG | |
Name: LIN CHU CHUN | Name: LEE YAO TUNG | |
By: /s/ TSAI CHIH HUNG | By: /s/ HUANG SHU JHEN | |
Name: TSAI CHIH HUNG | Name: HUANG SHU JHEN | |
By: /s/ TSAI KUO SUNG | By: /s/ CHAO HUI HSIEN | |
Name: TSAI KUO SUNG | Name: CHAO HUI HSIEN | |
By: /s/ WU CHI TAI | By: /s/ HSU PEI YU | |
Name: WU CHI TAI | Name: HSU PEI YU | |
By: /s/ CHEN HSUAN YU | By: /s/ TU WEI PIN | |
Name: CHEN HSUAN YU | Name: TU WEI PIN | |
By: /s/ JIANG KAI WEI | By: /s/ TU CHENG WEI | |
Name: JIANG KAI WEI | Name: TU CHENG WEI | |
By: /s/ LIN CHUN WEI | By: /s/ CHAN HUI YING | |
Name: LIN CHUN WEI | Name: CHAN HUI YING | |
By: /s/ TU WEN TI | By: /s/ CHUANG YUNG CHI | |
Name: TU WEN TI | Name: CHUANG YUNG CHI | |
By: /s/ SHEN WEN CHE | By: /s/ CHIN LI HSUN | |
Name: SHEN WEN CHE | Name: CHIN LI HSUN | |
By: /s/ HSIEH TUNG CHI | By: /s/ YEH JEI HUA | |
Name: HSIEH TUNG CHI | Name: YEH JEI HUA | |
By: /s/ CHEN YU ZHEN | By: /s/ LIN CHIN CHIANG | |
Name: CHEN YU ZHEN | Name: LIN CHIN CHIANG | |
By: /s/ TSAO CHIH TANG | By: /s/ SHIH YEN CHIN | |
Name: TSAO CHIH TANG | Name: SHIH YEN CHIN | |
By: /s/ CHENG YA FEN | By: /s/ CHEN HSIANG LI | |
Name: CHENG YA FEN | Name: CHEN HSIANG LI | |
By: /s/ HUANG CHUN CHIEH | By: /s/ LIU YU FANG | |
Name: HUANG CHUN CHIEH | Name: LIU YU FANG |
By: /s/ TUNG SU LAN | By: /s/ CHANG HUI CHUN | |
Name: TUNG SU LAN | Name: CHANG HUI CHUN | |
By: /s/ YEN YU HSUN | By: /s/ YEH WAN YU | |
Name: YEN YU HSUN | Name: YEH WAN YU | |
By: /s/ CHEN MING HSIU | By: /s/ YANG HSIANG HUI | |
Name: CHEN MING HSIU | Name: YANG HSIANG HUI | |
By: /s/ NIEN HUI CHU | By: /s/ CHIH YING PEI | |
Name: NIEN HUI CHU | Name: CHIH YING PEI | |
By: /s/ SHEN KAI FONG | By: /s/ WANG LING SHIH | |
Name: SHEN KAI FONG | Name: WANG LING SHIH | |
By: /s/ CHEN HSIAO MEI | By: /s/ CHENG YEN WEN | |
Name: CHEN HSIAO MEI | Name: CHENG YEN WEN | |
U-Li Investment Consulting Enterprise Co., Ltd. | Marcopolo Investment Company Ltd. | |
By: /s/ LEE SHU FEN | By: /s/ CHOU CHUNG HSIEN | |
Name: LEE SHU FEN | Name: CHOU CHUNG HSIEN | |
Title: Director | Title: Director | |
CHENG HENG Investment Co., Ltd. | HONG YUAN Investment Co., Ltd. | |
By: /s/ YU HENG CHI | By: /s/ LEE TSUN HSING | |
Name: YU HENG CHI | Name: LEE TSUN HSING | |
Title: Director | Title: Director | |
FENG SHOU Investment Co., Ltd. | By: /s/ CHEN CHANG CHIH | |
By: /s/ CHEN HUNG JU | Name: CHEN CHANG CHIH | |
Name: CHEN HUNG JU | ||
Title: Director |
Schedule I
No. | Shareholder Name | Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2019 | ||
1 | MAO YI HSIAO | 1,366,117 | ||
2 | CHOU CHUNG HSIEN | 91,941 | ||
3 | CHEN HUNG JU | 974,276 | ||
4 | YU HENG CHI | 487,345 | ||
5 | CHENG MIN LUNG | 583,112 | ||
6 | CHEN HSIN CHU | 155,285 | ||
7 | LEE TSUN HSING | 20,633 | ||
8 | CHEN SHU TZU | 103,089 | ||
9 | YEH FU CHAO | 109,494 | ||
10 | CHEN YING CHANG | 206,357 | ||
11 | HSU MING CHU | 315,082 | ||
12 | CHEN YI CHING | 40,122 | ||
13 | YU WAN CHIN | 33,440 | ||
14 | YANG LI LING | 100,036 | ||
15 | WANG LING SHUEH | 8,345 | ||
16 | CHEN PO CHIANG | 8,741 | ||
17 | CHEN HSIAO HUNG | 36,292 | ||
18 | CHIANG WEN TE | 380,343 | ||
19 | LE BI E | 26,914 | ||
20 | LIN KUNG YEN | 38,362 | ||
21 | YANG CHE CHIA | 98,248 | ||
22 | HONG ZHONG NAN | 43,317 | ||
23 | CHOU SHIOU HUEI | 26,049 | ||
24 | JIAN SU HUA | 37,669 |
No. | Shareholder Name | Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2019 | ||
25 | HSU YA LIN | 170,464 | ||
26 | HAO CHIEH | 40,020 | ||
27 | WANG JEN CHUAN | 14,514 | ||
28 | WANG MEI HUI | 7,457 | ||
29 | LIAO YUNG MING | 29,793 | ||
30 | LIU TA WEI | 102,102 | ||
31 | CHANG CHIEN HAN CHUNG | 50,507 | ||
32 | CHENG HSING LING | 40,319 | ||
33 | YANG HSIU YUN | 20,126 | ||
34 | LIN TING HUA | 101,928 | ||
35 | LIN CHU CHUN | 34,232 | ||
36 | LEE YAO TUNG | 27,535 | ||
37 | TSAI CHIH HUNG | 42,855 | ||
38 | HUANG SHU CHEN | 6,651 | ||
39 | TSAI KUO SUNG | 96,892 | ||
40 | WU CHI TAI | 14,053 | ||
41 | HSU PEI YU | 15,215 | ||
42 | CHEN HSUAN YU | 37,659 | ||
43 | TU WEI PIN | 38,304 | ||
44 | JIANG KAI WEI | 29,187 | ||
45 | TU CHENG WEI | 25,681 | ||
46 | LIN CHUN WEI | 6,589 | ||
47 | CHAN HUI YING | 7,688 | ||
48 | CHAO HUI HSIEN | 115,275 | ||
49 | TU WEN TI | 32,531 | ||
50 | CHUANG YUNG CHI | 35,360 | ||
51 | SEHN WEN CHE | 39,684 | ||
52 | CHIN LI HSUN | 20,206 | ||
53 | HSIEH TUNG CHI | 30,440 | ||
54 | YEH JEI HUA | 37,886 |
No. | Shareholder Name | Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2019 | ||
55 | CHEN YU ZHEN | 10,103 | ||
56 | LIN CHIN CHIANG | 12,558 | ||
57 | TSAO CHIH TANG | 3,293 | ||
58 | SHIH YEN CHIN | 10,224 | ||
59 | CHENG YA FEN | 6,627 | ||
60 | CHEN HSIANG LI | 10,224 | ||
61 | HUANG CHUN CHIEH | 10,224 | ||
62 | LIU YU FANG | 10,224 | ||
63 | TUNG SU LAN | 6,890 | ||
64 | CHANG HUI CHUN | 20,460 | ||
65 | YEN YU HSUN | 5,819 | ||
66 | YEH WAN YU | 10,224 | ||
67 | CHEN MING HSIU | 6,890 | ||
68 | YANG HSIANG HUI | 10,224 | ||
69 | NIEN HUI CHU | 10,224 | ||
70 | CHIH YIN PEI | 10,224 | ||
71 | SHEN KAI FONG | 3,334 | ||
72 | WANG LING SHIH | 3,596 | ||
73 | CHEN HSIAO MEI | 3,596 | ||
74 | CHENG YEN WEN | 3,596 | ||
75 | U-Li Investment Consulting Enterprise Co., Ltd. | 5,107,500 | ||
76 | Marcopolo Investment Company Ltd. | 909,254 | ||
77 | CHENG HENG Investment Co., Ltd. | 858,740 | ||
78 | HONG YUAN Investment Co., Ltd. | 626,375 | ||
79 | FENG SHOU Investment Co., Ltd. | 757,712 | ||
80 | CHEN CHANG CHIH | 10,103 | ||
Total | NT$15 MILLION |