UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 15, 2016
CHINA UNITED INSURANCE SERVICE, INC.
(Exact name of registrant as specified in
its charter)
000-54884
(Commission File Number)
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Delaware |
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98-6088870 |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.) |
7F, No. 311 Section 3, Nan-King East
Road, Taipei City, Taiwan
(Address of principal executive offices)
+8862-87126958
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into
Material Definitive Agreement
Amendment to the AHFL Acquisition Agreement
On August 24, 2012, China United Insurance
Service, Inc. (the “Company” or “CUIS”) entered into an Acquisition Agreement (the “Acquisition Agreement”)
with all of the shareholders of Action Holdings Financial Limited (“AHFL”), a British Virgin Islands limited liability
company, to acquire all of the issued and outstanding shares of AHFL, together with its subsidiaries in Taiwan, and consummated
the acquisition (the “Acquisition”) contemplated by the Acquisition Agreement.
Pursuant to the provisions of the Acquisition
Agreement, the Company was to pay NT$15 million (approximately US$450,977) on or prior to March 31, 2013 and NT$7.5 million (approximately
US$225,489) subsequent to March 31, 2013 in cash in two installments, subject to certain terms and conditions. In addition the
Company agreed to (i) issue 8,000,000 shares of common stock of the Company to the shareholders of AHFL; (ii) issue 2,000,000 shares
of common stock of the Company to certain employees of Law Insurance Broker Co., Ltd. (“Law Broker”), a subsidiary
of AHFL; and (iii) create an employee stock option pool, consisting of available options, exercisable for up to 2,000,000 shares
of common stock of the Company.
On March 14, 2013, the Company and the
selling shareholders of AHFL entered into an Amendment to the Acquisition Agreement (the “First Amendment”), pursuant
to which, (i) the cash payment deadline as set forth in the Acquisition Agreement was extended from March 31, 2013 to March 31,
2015 or at any other time or in any other manner otherwise agreed upon by and among the Company and the selling shareholders of
AHFL; and (ii) in lieu of the 2,000,000 employee stock option pool described in the Acquisition Agreement, the Company agreed to
use its best efforts, as soon as practically possible, to create an employee stock pool consisting of up to 4,000,000 shares of
CUIS common stock, among which 2,000,000 shares shall be solely granted to employees of Law Broker, and the remaining 2,000,000
shares to be granted to employees of affiliated entities of the Company (including Law Broker employees).
On March 13, 2015, the Company and the
selling shareholders of AHFL entered into a second Amendment to the Acquisition Agreement (the “Second Amendment”),
pursuant to which the cash payment deadline as set forth in the Acquisition Agreement was extended from March 31, 2015 to March
31, 2016 or at any other time or in any other manner otherwise agreed upon by and among the Company and the selling shareholders
of AHFL.
On February 17, 2016, the Company and the
selling shareholders of AHFL entered into a third Amendment to the Acquisition 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.
As of the date immediately prior to the
consummation of the Acquisition, certain shareholders of AHFL, including Mao Yi Hsiao, were also significant shareholders of the
Company: (i) Mao Yi Hsiao, together with Lee Shu Fen (his wife) and Mao Li Chieh (his daughter), owned 17.9% of the outstanding
shares of the Company and 24.3% of the outstanding shares of AHFL. Mao Yi Hsiao, one of the directors of the Company, also acts
as the sole director of AHFL and the board chairman of Law Enterprise, Law Management and Law Agent, and as the supervisor of Jiangsu
Law Broker Co., Ltd. In addition, Lee Shu Fen also acts as general manager of Law Enterprise and the board chairman of Law Broker;
(ii) Chao Hui Hsien, a shareholder of AHFL and Law Agent, is also a shareholder of the Company. In addition, Chao Hui Hsien also
acts as general manager of Law Broker and director of Law Enterprise and Law Agent; (iii) Chuang Yung Chi, a shareholder of AHFL,
is also a shareholder and Chief Financial Officer of the Company; (iv) Hsieh Tung Chi, a shareholder of AHFL, is also a shareholder
of the Company. In addition, Hsieh Tung Chi acts as the Chief Operating Officer of the Company; (v) Tu Wen Ti, a shareholder of
AHFL, is also a shareholder of the Company. In addition, Tu Wen Ti acts as the assistant general manager of Law Broker; and (vi)
Shen Wen Che, a shareholder of AHFL, is also a shareholder of the Company. In addition, Shen Wen Che acts as the assistant general
manager of Law Broker.
Subsequent to the closing of the Acquisition,
Mao Yi Hsiao holds 100% of the Company’s outstanding preferred shares, and holds, together with his affiliates, 15.6% of
the Company’s outstanding common shares, and 37.2% of the voting power of the Company.
The Third Amendment is attached as Exhibit
10.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Amendment to the GHFL Acquisition Agreement
On February 13, 2015, the Company and AHFL
entered into an acquisition agreement (the “Genius Acquisition Agreement”) with Mr. Li Chwan Hau, the selling shareholder
of Genius Holdings Financial Limited ( “Mr. Li”), a company with limited liability incorporated under the laws of British
Virgin Islands (“GHFL”), to issue 352,166 fully paid and non-assessable shares of AHFL Common Stock (“AHFL Shares”)
together with a granted put option for 352,166 common shares of CUIS (“Put Option”), in exchange for 704,333 shares
of common stock of GHFL, being all of the issued and outstanding capital stock of GHFL, subject to other terms and conditions of
the Genius Acquisition Agreement. Subsequent to the acquisition, GHFL became a wholly-owned subsidiary of CUIS. GHFL holds 100%
of the issued and outstanding shares of Genius Investment Consultant Co., Ltd. (“Taiwan Genius”), a limited company
incorporated under the laws of Taiwan, which in turn holds approximately 15% issued and outstanding shares of Genius Insurance
Broker Co., Ltd. (“Genius Broker”), a company limited by shares incorporated under the laws of Taiwan. Both GHFL and
Taiwan Genius have no substantive business operation other than the holding of shares of its subsidiary. Genius Broker is primarily
engaged in broker business across Taiwan. On March 31, 2015, the Put Option was exercised and Mr. Li received 352,166 shares of
common shares of CUIS in exchange for his AHFL Shares.
On February 17, 2016, the Company and AHFL
entered into an Amendment 2 to the Genius Acquisition Agreement (the “Genius Amendment”) with Mr. Li, pursuant to which,
on or prior to February 28, 2016, (i) the Company is committed to complete the listing of the Company into major capital markets,
where the net proceeds raised through such public offering financing shall be at least USD 10,000,000; and (ii) failure to timely
complete the above-mentioned criteria shall be deemed as a material breach of the Company under Article 8 of the Genius Acquisition
Agreement, whereby the Selling Shareholder shall be entitled to revoke the exercised Put Option right set forth in Section 2.8
as if the Put Option had never been exercised.
The Genius Amendment is attached as Exhibit
10.2 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Loan Agreement with Law Enterprise
On February 15, 2016, Action Holdings Financial
Limited Taiwan Branch (hereafter referred to as “AHFLTW”), a branch of AHFL, entered into a loan agreement with Law
Enterprise Co., Ltd. (“Law Enterprise”) (the loan agreement hereafter referred to as the “Loan Agreement No.
2 with Law Enterprise”). Law Enterprise is a 65.95% owned Taiwan subsidiary of AHFL while AHFL is a 100% owned subsidiary
of the Company. Mao Yi Hsiao, one of the directors of the Company, also acts as the board chairman of Law Enterprise. In addition,
Lee Shu Fen, a director of the Company, also acts as general manager of Law Enterprise and the board chairman of Law Broker.
Pursuant to the Loan Agreement No. 2 with
Law Enterprise, Law Enterprise will provide a loan to AHFLTW in the amount of 7 million NT$ (approximately US$210,456) The term
for the Loan shall be from February 15, 2016 to December 31, 2016 with a fixed annual interest rate at 1.5%. The principal amount
of the loan together with the accrued interest shall be paid in one lump sum before December 31, 2016.
The Loan Agreement No. 2 with Law Enterprise
is included as Exhibit 10.3 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements
and Exhibits
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Exhibit |
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Description |
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10.1 |
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Third Amendment to Acquisition Agreement, effective as of February 17, 2016, by and among the Company and the selling shareholders of AHFL. |
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10.2 |
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Amendment 2 to Genius Acquisition Agreement, effective
as of February 17, 2016, by and among the Company, AHFL and Mr. Li. |
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10.3 |
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Loan Agreement No. 2 with Law Enterprise, effective as
of February 15, 2016, by and between AHFLTW and Law Enterprise. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHINA UNITED INSURANCE SERVICE, INC. |
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Date: February 18, 2016 |
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By: |
/s/ Mao Yi Hsiao |
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Name: |
Mao Yi Hsiao |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
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Description |
10.1 |
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Third Amendment to Acquisition Agreement, effective as of February 17, 2016, by and among the Company and the selling shareholders of AHFL. |
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10.2 |
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Amendment 2 to Genius Acquisition Agreement, effective
as of February 17, 2016, by and among the Company, AHFL and Mr. Li. |
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10.3 |
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Loan Agreement No. 2 with Law Enterprise, effective as
of February 15, 2016, by and between AHFLTW and Law Enterprise. |
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 |
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Name: |
Yi-Hsiao Mao |
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Title: |
Director |
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Selling Shareholders |
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By: /s/ MAO YI HSIAO |
By: /s/ CHEN HSIN CHU |
Name: MAO YI HSIAO |
Name: CHEN HSIN CHU |
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By: /s/ CHEN HUNG JU |
By: /s/ LEE TSUN HSING |
Name: CHEN HUNG JU |
Name: LEE TSUN HSING |
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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 |
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By: /s/ CHIANG WEN TE |
By: /s/ CHIN LI HSUN |
Name: CHIANG WEN TE |
Name: CHIN LI HSUN |
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By: /s/ CHENG MIN LUNG |
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Name: CHENG MIN LUNG |
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By: /s/ YU HENG CHI |
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Name: YU HENG CHI |
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Selling Shareholders |
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By: |
Name: U-Li Investment Consulting Enterprise Co., Ltd. |
LEE SHU FEN |
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By: /s/ CHOU CHUNG HSIEN |
Name: Marcopolo Investment Company Ltd. |
CHOU CHUNG HSIEN |
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By: /s/ YU HENG CHI |
Name: CHENG HENG Investment Co., Ltd. |
YU HENG CHI |
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By: /s/ LEE TSUN HSING |
Name: HONG YUAN Investment Co., Ltd. |
LEE TSUN HSING |
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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 |
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By: /s/ YANG LI LING |
By: /s/ TU CHENG WEI |
Name: YANG LI LING |
Name: TU CHENG WEI |
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By: /s/ WANG LING HSUEH |
By: /s/ CHAO CHIN TANG |
Name: WANG LING HSUEH |
Name: CHAO CHIN TANG |
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By: /s/ CHEN PO CHIANG |
By: /s/ SHEN KAI FONG |
Name: CHEN PO CHIANG |
Name: SHEN KAI FONG |
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By: /s/ LIU TA WEI |
By: /s/ CHENG YA FEN |
Name: LIU TA WEI |
Name: CHENG YA FEN |
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By: /s/ CHEN HSUAN YU |
By: /s/ HUANG CHUN CHIEH |
Name: CHEN HSUAN YU |
Name: HUANG CHUN CHIEH |
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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 |
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By: /s/ CHEN YU ZHEN |
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Name: CHEN YU ZHEN |
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By: /s/ CHIH YIN PEI |
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Name: CHIH YIN PEI |
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By: /s/ LIN CHIN CHIANG |
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Name: LIN CHIN CHIANG |
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By: /s/ TU WEN DI |
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Name: TU WEN DI |
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By: /s/ SHEN WEN CHE |
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Name: SHEN WEN CHE |
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By: /s/ CHAO HUI HSIEN |
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Name: CHAO HUI HSIEN |
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Selling Shareholders
By: /s/ TSAI CHIH HUNG |
By: /s/ WANG LING SHIH |
Name: TSAI CHIH HUNG |
Name: WANG LING SHIH |
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By: /s/ CHEN YING CHANG |
By: /s/ LIN KUNG YEN |
Name: CHEN YING CHANG |
Name: LIN KUNG YEN |
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By: /s/ YEH WAN YU |
By: /s/ DUNG SU LAN |
Name: YEH WAN YU |
Name: DUNG SU LAN |
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By: /s/ LIU YU FANG |
By: /s/ CHEN SHIANG LI |
Name: LIU YU FANG |
Name: CHEN SHIANG LI |
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By: /s/ HUANG SHU CHEN |
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Name: HUANG SHU CHEN |
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By: /s/ TSAI KUO SUNG |
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Name: TSAI KUO SUNG |
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By: /s/ WU CHI TAI |
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Name: WU CHI TAI |
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Selling Shareholders
By: /s/ YANG HISANG HUI |
By: /s/ WANG MEI HUI |
Name: YANG HISANG HUI |
Name: WANG MEI HUI |
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By: /s/ LI PI E |
By: /s/ YU WANG CHIN |
Name: LI PI E |
Name: YU WANG CHIN |
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By: /s/ HUNG CHUNG NAN |
By: /s/ YANG HSIU YUN |
Name: HUNG CHUNG NAN |
Name: YANG HSIU YUN |
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By: /s/ CHIANG KAI WEI |
By: /s/ YANG-CHE-CHIA |
Name: CHIANG KAI WEI |
Name: YANG-CHE-CHIA |
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By: /s/ CHEN SHU TZU |
By: /s/ CHENG HSING LING |
Name: CHEN SHU TZU |
Name: CHENG HSING LING |
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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 |
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By: /s/ YEH FU CHAO |
By: /s/ HSU PEI YU |
Name: YEH FU CHAO |
Name: HSU PEI YU |
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By: /s/ WANG JEN CHUAN |
By: /s/ CHANG HUI CHUN |
Name: WANG JEN CHUAN |
Name: CHANG HUI CHUN |
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By: /s/ CHEN YEN WEN |
By: /s/ CHEN HSIAO MEI |
Name: CHEN YEN WEN |
Name: CHEN HSIAO MEI |
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By: /s/ CHIEN SU HUA |
By: /s/ HSU MING CHU |
Name: CHIEN SU HUA |
Name: HSU MING CHU |
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By: /s/ CHEN HUI YING |
By: /s/ HAO JIE |
Name: CHEN HUI YING |
Name: HAO JIE |
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By: /s/ CHANG CHIEN HAN CHUNG |
By: /s/ LI YAO TUNG |
Name: CHANG CHIEN HAN CHUNG |
Name: LI YAO TUNG |
Exhibit 10.2
AMENDMENT 2 TO ACQUISITION AGREEMENT
This Amendment 2
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”),
Action Holdings Financial Limited, a company with limited liability incorporated under the laws of British Virgin Islands (“AHFL”)
and a wholly-owned subsidiary of CUIS and Mr. LI CHWAN HAU, a Taiwan citizen with Taiwan ID No: B120352285, the shareholder of
Genius Holdings Financial Limited (“GHFL”) (the “Selling Shareholder”).
CUIS and the Selling
Shareholder are collectively referred to as the “Parties” and each a “Party” under this Amendment.
WHEREAS, the Parties
entered into the Acquisition Agreement on February 13, 2015 (the “Agreement”), pursuant to which CUIS approved
the Acquisition with GHFL becoming a direct wholly owned Subsidiary of AHFL as a result of the Acquisition and approved the granting
of the Put Option.
WHEREAS, 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 Selling Shareholders 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.
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:
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 prior to February 28, 2016; and (ii) failure to timely complete the above-mentioned criteria shall
be deemed as a material breach of CUIS under Article 8 of the Acquisition Agreement, where the Selling Shareholders shall be entitled
to revoke the exercised Put Option right ruled in Section 2.8 as if the said Put Option 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 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/ Mao Yi Hsiao |
Mao Yi Hsiao, Director |
Action Holdings Financial Limited
By: /s/ Mao Yi Hsiao |
Mao Yi Hsiao, Director |
Selling Shareholder of GHFL
By: /s/ Li Chwan-Hau |
LI Chwan-Hau |
Exhibit 10.3
Loan Agreement
The Loan Agreement (the "Agreement") is entered into
as of February 15, 2016 between the following two parties:
(1) Law Enterprise Co., Ltd. (the "Lender")
(2) Action Holdings Financial Limited Taiwan
Branch, a branch of Action Holdings Financial Limited which is a corporation duly organized and existing under the laws of British
Virgin Islands, having its principal office at TrustNet Chamber, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. (the
"Borrower")
The Lender and the Borrower will each be
referred to as a "Party" and collectively referred to as the "Parties."
WHEREAS, the Borrower wishes to borrow a
short-term loan from the Lender for its short-term payments and the Lender agrees to provide such loan to the Borrower for such
specified purpose.
NOW THEREFORE, the Parties agree as follows:
| 1. | The Lender agrees to provide the loan at amount NTD 7,000,000 (the “Loan”) to the Borrower and agrees to remit
such Loan to the account owned by the Borrower (No. 015540322880 at CTBC Bank) within 10 days of the effective date of this Agreement. |
| 2. | Term for the Loan shall be from February 15, 2016 to December 31, 2016 (the “Term”) with a fixed interest rate
at 1.5%. The principal amount of the Loan together with the accrued interest shall be paid in one lump sum before December 31,
2016. |
IN WITNESS WHEREOF, the Parties have duly executed
this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date first hereinabove set forth.
Lender: Law Enterprise Co., Ltd.
Borrower: Action Holdings Financial Limited Taiwan
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