AMENDMENT 4 TO ACQUISITION AGREEMENT
Exhibit 10.1
AMENDMENT 4 TO ACQUISITION AGREEMENT
This Amendment 4 to Acquisition Agreement (this “Amendment”), dated August 8th, 2016 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.
WHEREAS, the Company and the selling shareholders of AHFL entered into a third Amendment to the Agreement (the “Third Amendment”), pursuant to which, on or prior to June 30, 2016, (i) the Company is committed to complete the listing of the Company’s shares in a major capital market, where the net proceeds raised through such public offering financing shall be at least US$10,000,000; (ii) the Company is committed to distribute the cash payment in the amount of NT$22.5 million (approximately US$676,466), on a pro rata basis, to the selling shareholders of AHFL and issue 5 million common shares to its selected employees pursuant to its employee stock/option plan, or any alternative plan mutually accepted by the Company and such selling shareholders; and (iii) failure to timely complete either of the above-mentioned criteria shall be deemed as a material breach of the Company under Article 8 of the Acquisition Agreement, whereby the non-breaching party shall be entitled to terminate the Acquisition Agreement and unwind the acquisition of AHFL by CUIS and restore the status quo of the Company and the Selling Shareholders as if the said acquisition had never happened.
WHEREAS, the Company has been actively working towards its listing in a major capital market, where the existence of such termination right under the Third Amendment is actually to the detriment of such listing process. The Selling Shareholders acknowledge the efforts made by the Company and agree to terminate the Third Amendment and amend certain provisions of Sections 2.2 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:
The Third Amendment is hereby terminated effective on the Effective Date set forth hereof above.
To amend and restate Sections 2.2(iii) and (iv):
(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, 2017 or at any other time or in any other manner otherwise agreed upon by and among the Parties; (iv) pay NT$4,830,514 to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Schedule I on July 21, 2016.
Except amended by this Amendment, any other provision of the Agreement shall remain unchanged. This Amendment together with the Agreement and any subsequent amendment 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
Name: MAO YI HSIAO
| By: /s/ CHOU CHUNG HSIEN
Name: CHOU CHUNG HSIEN
|
By: /s/ CHEN HUNG JU
Name: CHEN HUNG JU
| By: /s/ YU HENG CHI
Name: YU HENG CHI
|
By: /s/ CHENG MIN LUNG
Name: CHENG MIN LUNG
| By: /s/ CHEN HSIN CHU
Name: CHEN HSIN CHU
|
By: /s/ LEE TSUN HSING
Name: LEE TSUN HSING
| By: /s/ CHEN SHU TZU
Name: CHEN SHU TZU
|
By: /s/ YEH FU CHAO
Name: YEH FU CHAO
| By: /s/ CHEN YING CHANG
Name: CHEN YING CHANG
|
By: /s/ HSU MING CHU
Name: HSU MING CHU
| By: /s/ CHEN YI CHING
Name: CHEN YI CHING
|
By: /s/ YU WANG CHIN
Name: YU WANG CHIN
| By: /s/ YANG LI LING
Name: YANG LI LING
|
By: /s/ WANG LING SHUEH
Name: WANG LING SHUEH
| By: /s/ CHEN PO CHIANG
Name: CHEN PO CHIANG
|
By: /s/ CHEN HSIAO HUNG
Name: CHEN HSIAO HUNG
| By: /s/ CHIANG WEN TE
Name: CHIANG WEN TE
|
By: /s/ LI BI E
Name: LI BI E
| By: /s/ LIN KUNG YEN
Name: LIN KUNG YEN
|
By: /s/ YANG CHE CHIA
Name: YANG CHE CHIA
| By: /s/ HONG ZHONG NAN
Name: HONG ZHONG NAN
|
By: /s/ CHOU SHIOU HUEI
Name: CHOU SHIOU HUEI
| By: /s/ JIAN SU HUA
Name: JIAN SU HUA
|
By: /s/ HSU YA LIN
Name: HSU YA LIN
| By: /s/ HAO CHIEH
Name: HAO CHIEH
|
By: /s/ WANG JEN CHUAN
Name: WANG JEN CHUAN
| By: /s/ WANG MEI HUI
Name: WANG MEI HUI
|
By: /s/ LIAO YUNG MING
Name: LIAO YUNG MING
| By: /s/ LIU TA WEI
Name: LIU TA WEI
|
By: /s/ CHANG CHIEN HAN CHUNG
Name: CHANG CHIEN HAN CHUNG
| By: /s/ CHENG HSING LING
Name: CHENG HSING LING
|
By: /s/ YANG HSIU YUN
Name: YANG HSIU YUN
| By: /s/ LIN TING HUA
Name: LIN TING HUA
|
By: /s/ LIN CHU CHUN
Name: LIN CHU CHUN
| By: /s/ LEE YAO TUNG
Name: LEE YAO TUNG
|
By: /s/ TSAI CHIH HUNG
Name: TSAI CHIH HUNG
| By: /s/ HUANG SHU JHEN
Name: HUANG SHU JHEN
|
By: /s/ TSAI KUO SUNG
Name: TSAI KUO SUNG
| By: /s/ CHAO HUI HSIEN
Name: CHAO HUI HSIEN
|
By: /s/ WU CHI TAI
Name: WU CHI TAI
| By: /s/ HSU PEI YU
Name: HSU PEI YU
|
By: /s/ CHEN HSUAN YU
Name: CHEN HSUAN YU
| By: /s/ TU WEI PIN
Name: TU WEI PIN
|
By: /s/ JIANG KAI WEI
Name: JIANG KAI WEI
| By: /s/ TU CHENG WEI
Name: TU CHENG WEI
|
By: /s/ LIN CHUN WEI
Name: LIN CHUN WEI
| By: /s/ CHAN HUI YING
Name: CHAN HUI YING
|
By: /s/ TU WEN TI
Name: TU WEN TI
| By: /s/ CHUANG YUNG CHI
Name: CHUANG YUNG CHI
|
By: /s/ SHEN WEN CHE
Name: SHEN WEN CHE
| By: /s/ CHIN LI HSUN
Name: CHIN LI HSUN
|
By: /s/ HSIEH TUNG CHI
Name: HSIEH TUNG CHI
| By: /s/ YEH JEI HUA
Name: YEH JEI HUA
|
By: /s/ CHEN YU ZHEN
Name: CHEN YU ZHEN
| By: /s/ LIN CHIN CHIANG
Name: LIN CHIN CHIANG
|
By: /s/ TSAO CHIH TANG
Name: TSAO CHIH TANG
| By: /s/ SHIH YEN CHIN
Name: SHIH YEN CHIN
|
By: /s/ CHENG YA FEN
Name: CHENG YA FEN
| By: /s/ CHEN HSIANG LI
Name: CHEN HSIANG LI
|
By: /s/ HUANG CHUN CHIEH
Name: HUANG CHUN CHIEH
| By: /s/ LIU YU FANG
Name: LIU YU FANG
|
By: /s/ TUNG SU LAN
Name: TUNG SU LAN
| By: /s/ CHANG HUI CHUN
Name: CHANG HUI CHUN
|
By: /s/ YEN YU HSUN
Name: YEN YU HSUN
| By: /s/ YEH WAN YU
Name: YEH WAN YU
|
By: /s/ CHEN MING HSIU
Name: CHEN MING HSIU
| By: /s/ YANG HSIANG HUI
Name: YANG HSIANG HUI
|
By: /s/ NIEN HUI CHU
Name: NIEN HUI CHU
| By: /s/ CHIH YING PEI
Name: CHIH YING PEI
|
By: /s/ SHEN KAI FONG
Name: SHEN KAI FONG
| By: /s/ WANG LING SHIH
Name: WANG LING SHIH
|
By: /s/ CHEN HSIAO MEI
Name: CHEN HSIAO MEI
| By: /s/ CHENG YEN WEN
Name: CHENG YEN WEN
|
U-Li Investment Consulting Enterprise Co., Ltd.
By: /s/ LEE SHU FEN
Name: LEE SHU FEN
Title: Director
| Marcopolo Investment Company Ltd.
By: /s/ CHOU CHUNG HSIEN
Name: CHOU CHUNG HSIEN
Title: Director
|
CHENG HENG Investment Co., Ltd.
By: /s/ YU HENG CHI
Name: YU HENG CHI
Title: Director
| HONG YUAN Investment Co., Ltd.
By: /s/ LEE TSUN HSING
Name: LEE TSUN HSING
Title: Director
|
FENG SHOU Investment Co., Ltd.
By: /s/ CHEN HUNG JU
Name: CHEN HUNG JU
Title: Director
| By: /s/ CHEN CHANG CHIH
Name: CHEN CHANG CHIH
|
China United Insurance Service, Inc. | |||
No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 | Amount of Cash Paid to the Selling Shareholders on July 21, 2016 |
1 | MAO YI HSIAO | 1,366,117 | 586,250 |
2 | CHOU CHUNG HSIEN | 91,941 | 39,455 |
3 | CHEN HUNG JU | 974,276 | 418,096 |
4 | YU HENG CHI | 487,345 | 209,137 |
5 | CHENG MIN LUNG | 583,112 | 250,234 |
6 | CHEN HSIN CHU | 155,285 | 66,638 |
7 | LEE TSUN HSING | 20,633 | 8,854 |
8 | CHEN SHU TZU | 103,089 | 44,239 |
9 | YEH FU CHAO | 109,494 | 46,988 |
10 | CHEN YING CHANG | 206,357 | 88,555 |
11 | HSU MING CHU | 315,082 | 135,213 |
12 | CHEN YI CHING | 40,122 | 17,218 |
13 | YU WAN CHIN | 33,440 | 14,350 |
14 | YANG LI LING | 100,036 | 42,929 |
15 | WANG LING SHUEH | 8,345 | 3,581 |
16 | CHEN PO CHIANG | 8,741 | 3,751 |
17 | CHEN HSIAO HUNG | 36,292 | 15,574 |
18 | CHIANG WEN TE | 380,343 | 163,219 |
19 | LE BI E | 26,914 | 11,550 |
20 | LIN KUNG YEN | 38,362 | 16,462 |
21 | YANG CHE CHIA | 98,248 | 42,162 |
22 | HONG ZHONG NAN | 43,317 | 18,589 |
23 | CHOU SHIOU HUEI | 26,049 | 11,178 |
China United Insurance Service, Inc. | |||
No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 | Amount of Cash Paid to the Selling Shareholders on July 21, 2016 |
24 | JIAN SU HUA | 37,669 | 16,165 |
25 | HSU YA LIN | 170,464 | 73,152 |
26 | HAO CHIEH | 40,020 | 17,174 |
27 | WANG JEN CHUAN | 14,514 | 6,229 |
28 | WANG MEI HUI | 7,457 | 3,200 |
29 | LIAO YUNG MING | 29,793 | 12,785 |
30 | LIU TA WEI | 102,102 | 43,816 |
31 | CHANG CHIEN HAN CHUNG | 50,507 | 21,674 |
32 | CHENG HSING LING | 40,319 | 17,302 |
33 | YANG HSIU YUN | 20,126 | 8,637 |
34 | LIN TING HUA | 101,928 | 43,741 |
35 | LIN CHU CHUN | 34,232 | 14,690 |
36 | LEE YAO TUNG | 27,535 | 11,816 |
37 | TSAI CHIH HUNG | 42,855 | 18,391 |
38 | HUANG SHU CHEN | 6,651 | 2,854 |
39 | TSAI KUO SUNG | 96,892 | 41,580 |
40 | WU CHI TAI | 14,053 | 6,031 |
41 | HSU PEI YU | 15,215 | 6,529 |
42 | CHEN HSUAN YU | 37,659 | 16,161 |
43 | TU WEI PIN | 38,304 | 16,438 |
44 | JIANG KAI WEI | 29,187 | 12,525 |
45 | TU CHENG WEI | 25,681 | 11,021 |
46 | LIN CHUN WEI | 6,589 | 2,828 |
47 | CHAN HUI YING | 7,688 | 3,299 |
48 | CHAO HUI HSIEN | 115,275 | 49,468 |
49 | TU WEN TI | 32,531 | 13,960 |
China United Insurance Service, Inc. | |||
No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 | Amount of Cash Paid to the Selling Shareholders on July 21, 2016 |
50 | CHUANG YUNG CHI | 35,360 | 15,175 |
51 | SEHN WEN CHE | 39,684 | 17,030 |
52 | CHIN LI HSUN | 20,206 | 8,671 |
53 | HSIEH TUNG CHI | 30,440 | 13,064 |
54 | YEH JEI HUA | 37,886 | 16,258 |
55 | CHEN YU ZHEN | 10,103 | 4,335 |
56 | LIN CHIN CHIANG | 12,558 | 5,390 |
57 | TSAO CHIH TANG | 3,293 | 1,413 |
58 | SHIH YEN CHIN | 10,224 | 4,387 |
59 | CHENG YA FEN | 6,627 | 2,845 |
60 | CHEN HSIANG LI | 10,224 | 4,387 |
61 | HUANG CHUN CHIEH | 10,224 | 4,387 |
62 | LIU YU FANG | 10,224 | 4,387 |
63 | TUNG SU LAN | 6,890 | 2,957 |
64 | CHANG HUI CHUN | 20,460 | 8,780 |
65 | YEN YU HSUN | 5,819 | 2,497 |
66 | YEH WAN YU | 10,224 | 4,387 |
67 | CHEN MING HSIU | 6,890 | 2,957 |
68 | YANG HSIANG HUI | 10,224 | 4,387 |
69 | NIEN HUI CHU | 10,224 | 4,387 |
70 | CHIH YIN PEI | 10,224 | 4,387 |
71 | SHEN KAI FONG | 3,334 | 1,431 |
72 | WANG LING SHIH | 3,596 | 1,544 |
73 | CHEN HSIAO MEI | 3,596 | 1,544 |
74 | CHENG YEN WEN | 3,596 | 1,544 |
China United Insurance Service, Inc. | |||
No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 | Amount of Cash Paid to the Selling Shareholders on July 21, 2016 |
75 | U-Li Investment Consulting Enterprise Co., Ltd. | 5,107,500 | 585,290 |
76 | Marcopolo Investment Company Ltd. | 909,254 | 390,193 |
77 | CHENG HENG Investment Co., Ltd. | 858,740 | 368,516 |
78 | HONG YUAN Investment Co., Ltd. | 626,375 | 268,800 |
79 | FENG SHOU Investment Co., Ltd. | 757,712 | 325,161 |
80 | CHEN CHANG CHIH | 10,103 | 4,335 |
Total | NT$15 MILLION | NT$4,830,514 |