China United Insurance Service, Inc. (Form: 8-K, Received: 02/18/2016 15:44:28)

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)

Delaware

98-6088870

(State or other jurisdiction

of incorporation)

(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)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

¨	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

(d)

Exhibits


Exhibit		Description

10.1		Third Amendment to Acquisition Agreement, effective as of February 17, 2016, by and among the Company and the selling shareholders of AHFL.

10.2		Amendment 2 to Genius Acquisition Agreement, effective as of February 17, 2016, by and among the Company, AHFL and Mr. Li.

10.3		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.

	CHINA UNITED INSURANCE SERVICE, INC.

Date: February 18, 2016

	By:	/s/ Mao Yi Hsiao
	Name:	Mao Yi Hsiao
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
10.1		Third Amendment to Acquisition Agreement, effective as of February 17, 2016, by and among the Company and the selling shareholders of AHFL.

10.2		Amendment 2 to Genius Acquisition Agreement, effective as of February 17, 2016, by and among the Company, AHFL and Mr. Li.

10.3		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
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

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.

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:

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.

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 Branch