AMENDMENT 4 TO ACQUISITION AGREEMENT

EX-10.1 2 v446322_ex10-1.htm EXHIBIT 10.1

 

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