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China United Insurance Service, Inc. – ‘8-K’ for 2/15/16 – EX-10.1

On: Thursday, 2/18/16, at 3:43pm ET · For: 2/15/16 · Accession #: 1144204-16-83224 · File #: 0-54884

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/18/16  China United Ins Service, Inc.    8-K:1,2,9   2/15/16    4:92K                                    Vintage/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     25K 
 2: EX-10.1     Material Contract                                   HTML     28K 
 3: EX-10.2     Material Contract                                   HTML      9K 
 4: EX-10.3     Material Contract                                   HTML      6K

EX-10.1 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	6/30/16
Filed on:	2/18/16
	2/17/16
For Period End:	2/15/16
	8/24/12	8-K, 8-K/A
		List all Filings

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Filing Submission 0001144204-16-083224 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

China United Insurance Service, Inc. – ‘8-K’ for 2/15/16 – EX-10.1

On: Thursday, 2/18/16, at 3:43pm ET · For: 2/15/16 · Accession #: 1144204-16-83224 · File #: 0-54884

Previous ‘8-K’: ‘8-K’ on 1/19/16 for 1/4/16 · Next: ‘8-K’ on 6/28/16 for 6/23/16 · Latest: ‘8-K’ on / for 6/7/23

Current Report — Form 8-KFiling Table of Contents

EX-10.1 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents