AMENDMENT 3 TO ACQUISITION AGREEMENT
Exhibit 10.1
AMENDMENT 3 TO ACQUISITION AGREEMENT
This Amendment 3 to Acquisition Agreement (this “Amendment”), dated February 17, 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 Selling Shareholders consist of key employees and staffs of the primary operating entity of CUIS, which continuously contributes more than 90% of the revenues and all of the profits of CUIS. It is expected by the Selling Shareholders that CUIS shall complete its listing in major capital markets after the said acquisition, and it comes to the attention of the Board of Directors of CUIS that these key employees and staffs start to show dissatisfaction as well as frustration towards CUIS's failure to list in major capital markets, which, in the reasonable judgment of the Board, may seriously jeopardize the business operation, performance as well as stability of CUIS.
Therefore CUIS intends to enter into this Amendment 3 to Acquisition Agreement to demonstrate its commitment and efforts to achieve the contemplated listing within the committed time frame and align the interest of its key employees and staffs for their continuous performance and devotion to CUIS’s business operation. Capitalized terms defined in the Agreement have, unless expressly defined in this Amendment or the context requires otherwise, the same meaning in 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:
Prior to June 30, 2016, CUIS is committed to (i) complete the listing of CUIS into major capital markets, where the net proceeds raised through such public offering financing shall be at least USD 10,000,000; and (ii) to distribute the cash payment in the amount of NT$22.5 million, 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 CUIS and such selling shareholders; and (iii) failure to timely complete either of the above-mentioned criteria shall be deemed as a material breach of CUIS under Article 8 of the Acquisition Agreement, where the non-breaching party shall be entitled to terminate the Agreement and restore the status quo of CUIS and the Selling Shareholders as if the said acquisition had have never happened. For the avoidance of doubt, nothing contained herein shall relieve any parties of any rights and/or obligations whatsoever accrued subsequent to and beyond the said acquisition.
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 |
Selling Shareholders | |
By: /s/ MAO YI HSIAO | By: /s/ CHEN HSIN CHU |
Name: MAO YI HSIAO | Name: CHEN HSIN CHU |
By: /s/ CHEN HUNG JU | By: /s/ LEE TSUN HSING |
Name: CHEN HUNG JU | Name: LEE TSUN HSING |
By: /s/ CHOU CHUNG HSIEN | By: |
Name: CHOU CHUNG HSIEN | Name: HSIEH TUNG CHI |
By: /s/ HSU YA LIN | By: |
Name: HSU YA LIN | Name: SHIH YEN CHIN |
By: /s/ CHIANG WEN TE | By: /s/ CHIN LI HSUN |
Name: CHIANG WEN TE | Name: CHIN LI HSUN |
By: /s/ CHENG MIN LUNG | |
Name: CHENG MIN LUNG | |
By: /s/ YU HENG CHI | |
Name: YU HENG CHI |
Selling Shareholders |
By: |
Name: U-Li Investment Consulting Enterprise Co., Ltd. |
LEE SHU FEN |
By: /s/ CHOU CHUNG HSIEN |
Name: Marcopolo Investment Company Ltd. |
CHOU CHUNG HSIEN |
By: /s/ YU HENG CHI |
Name: CHENG HENG Investment Co., Ltd. |
YU HENG CHI |
By: /s/ LEE TSUN HSING |
Name: HONG YUAN Investment Co., Ltd. |
LEE TSUN HSING |
By: /s/ CHEN HUNG JU |
Name: FENG SHOU Investment Co., Ltd. |
CHEN HUNG JU |
Selling Shareholders
By: /s/ CHEN YI CHING | By: /s/ TU WEI PIN |
Name: CHEN YI CHING | Name: TU WEI PIN |
By: /s/ YANG LI LING | By: /s/ TU CHENG WEI |
Name: YANG LI LING | Name: TU CHENG WEI |
By: /s/ WANG LING HSUEH | By: /s/ CHAO CHIN TANG |
Name: WANG LING HSUEH | Name: CHAO CHIN TANG |
By: /s/ CHEN PO CHIANG | By: /s/ SHEN KAI FONG |
Name: CHEN PO CHIANG | Name: SHEN KAI FONG |
By: /s/ LIU TA WEI | By: /s/ CHENG YA FEN |
Name: LIU TA WEI | Name: CHENG YA FEN |
By: /s/ CHEN HSUAN YU | By: /s/ HUANG CHUN CHIEH |
Name: CHEN HSUAN YU | Name: HUANG CHUN CHIEH |
By: /s/ LIN CHUN WEI | By: /s/ CHUANG YUNG CHI |
Name: LIN CHUN WEI | Name: CHUANG YUNG CHI |
Selling Shareholders
By: /s/ YEH JEI HUA | By: /s/ NIEN HUI CHU |
Name: YEH JEI HUA | Name: NIEN HUI CHU |
By: /s/ CHEN YU ZHEN | |
Name: CHEN YU ZHEN | |
By: /s/ CHIH YIN PEI | |
Name: CHIH YIN PEI | |
By: /s/ LIN CHIN CHIANG | |
Name: LIN CHIN CHIANG | |
By: /s/ TU WEN DI | |
Name: TU WEN DI | |
By: /s/ SHEN WEN CHE | |
Name: SHEN WEN CHE | |
By: /s/ CHAO HUI HSIEN | |
Name: CHAO HUI HSIEN |
Selling Shareholders
By: /s/ TSAI CHIH HUNG | By: /s/ WANG LING SHIH |
Name: TSAI CHIH HUNG | Name: WANG LING SHIH |
By: /s/ CHEN YING CHANG | By: /s/ LIN KUNG YEN |
Name: CHEN YING CHANG | Name: LIN KUNG YEN |
By: /s/ YEH WAN YU | By: /s/ DUNG SU LAN |
Name: YEH WAN YU | Name: DUNG SU LAN |
By: /s/ LIU YU FANG | By: /s/ CHEN SHIANG LI |
Name: LIU YU FANG | Name: CHEN SHIANG LI |
By: /s/ HUANG SHU CHEN | |
Name: HUANG SHU CHEN | |
By: /s/ TSAI KUO SUNG | |
Name: TSAI KUO SUNG | |
By: /s/ WU CHI TAI | |
Name: WU CHI TAI |
Selling Shareholders
By: /s/ YANG HISANG HUI | By: /s/ WANG MEI HUI |
Name: YANG HISANG HUI | Name: WANG MEI HUI |
By: /s/ LI PI E | By: /s/ YU WANG CHIN |
Name: LI PI E | Name: YU WANG CHIN |
By: /s/ HUNG CHUNG NAN | By: /s/ YANG HSIU YUN |
Name: HUNG CHUNG NAN | Name: YANG HSIU YUN |
By: /s/ CHIANG KAI WEI | By: /s/ YANG-CHE-CHIA |
Name: CHIANG KAI WEI | Name: YANG-CHE-CHIA |
By: /s/ CHEN SHU TZU | By: /s/ CHENG HSING LING |
Name: CHEN SHU TZU | Name: CHENG HSING LING |
By: /s/ CHEN HSIAU HUNG | By: /s/ YEN YU HSUN |
Name: CHEN HSIAU HUNG | Name: YEN YU HSUN |
By: /s/ CHOU SHIOU HUEI | By: /s/ CHEN MING HSIU |
Name: CHOU SHIOU HUEI | Name: CHEN MING HSIU |
Selling Shareholders
By: /s/ LIN TING HUA |
Name: LIN TING HUA |
By: /s/ CHEN CHANG CHIH
Name: CHEN CHANG CHIH
Selling Shareholders
By: /s/ LIN CHU CHUN | By: /s/ LIAO YUNG MIN |
Name: LIN CHU CHUN | Name: LIAO YUNG MIN |
By: /s/ YEH FU CHAO | By: /s/ HSU PEI YU |
Name: YEH FU CHAO | Name: HSU PEI YU |
By: /s/ WANG JEN CHUAN | By: /s/ CHANG HUI CHUN |
Name: WANG JEN CHUAN | Name: CHANG HUI CHUN |
By: /s/ CHEN YEN WEN | By: /s/ CHEN HSIAO MEI |
Name: CHEN YEN WEN | Name: CHEN HSIAO MEI |
By: /s/ CHIEN SU HUA | By: /s/ HSU MING CHU |
Name: CHIEN SU HUA | Name: HSU MING CHU |
By: /s/ CHEN HUI YING | By: /s/ HAO JIE |
Name: CHEN HUI YING | Name: HAO JIE |
By: /s/ CHANG CHIEN HAN CHUNG | By: /s/ LI YAO TUNG |
Name: CHANG CHIEN HAN CHUNG | Name: LI YAO TUNG |