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

On:  Tuesday, 8/9/16, at 9:53am ET   ·   For:  8/8/16   ·   Accession #:  1144204-16-117474   ·   File #:  0-54884

Previous ‘8-K’:  ‘8-K’ on 6/28/16 for 6/23/16   ·   Next:  ‘8-K’ on 10/14/16 for 10/11/16   ·   Latest:  ‘8-K’ on / for 6/7/23   ·   2 References:   By:  China United Insurance Service, Inc. – ‘10-K’ on 4/8/22 for 12/31/21 By:  China United Insurance Service, Inc. – ‘10-K’ on 3/25/21 for 12/31/20 

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

 8/09/16  China United Ins Service, Inc.    8-K:1,2,9   8/08/16    3:165K                                   Vintage/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     23K 
 2: EX-10.1     Material Contract                                   HTML     39K 
 3: EX-10.2     Material Contract                                   HTML     10K 

Exhibit 10.1

AMENDMENT 4 TO ACQUISITION AGREEMENT

This Amendment 4 to Acquisition Agreement (this “Amendment”), dated August 8^th, 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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		3/31/17
Filed on:		8/9/16
For Period End:		8/8/16
		7/21/16
		6/30/16
		8/24/12		8-K,  8-K/A
				List all Filings

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2 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/22 China United Ins Service, Inc. 10-K 12/31/21 126:14M Toppan Merrill/FA2 3/25/21 China United Ins Service, Inc. 10-K 12/31/20 119:14M Toppan Merrill/FA

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Filing Submission 0001144204-16-117474   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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