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): August 8, 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.
On August 8, 2016, the Company and the selling shareholders of AHFL entered into a fourth Amendment to the Acquisition Agreement (the “Fourth Amendment”), pursuant to which: (A) the Third Amendment is terminated with immediate effect on August 8, 2016, and (B) Sections 2.2(iii) and (iv) of the Acquisition Agreement are amended and restated so that the Company is now obligated to: (iii) pay NT$15 million (USD475,406) 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; and (iv) pay NT$4,830,514 (USD153,097) to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name on Schedule I on July 21, 2016. Unless amended by the Fourth Amendment, any other provision of the Acquisition Agreement shall remain unchanged. On July 21, 2016, the Company arranged for the payment of NT$4,830,514 (USD153,097) to the Selling Shareholders.
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 Fourth 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 “Second 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.
On August 8, 2016, the Company and AHFL entered into an Amendment 3 to the Genius Acquisition Agreement (the “Third Genius Amendment”) with Mr. Li, pursuant to which, the Second Genius Amendment is terminated with immediate effect on August 8, 2016.
The Third Genius Amendment is attached as Exhibit 10.2 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 | Fourth Amendment to Acquisition Agreement, effective as of August 8, 2016, by and among the Company and the selling shareholders of AHFL. | |
| 10.2 | Third Amendment to Genius Acquisition Agreement, effective as of August 8, 2016, by and among the Company, AHFL and Mr. Li CHWAN HAU. | |
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: August 9, 2016 | ||
| By: | /s/ Mao Yi Hsiao | |
| Name: | Mao Yi Hsiao | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Fourth Amendment to Acquisition Agreement, effective as of August 8, 2016, by and among the Company and the selling shareholders of AHFL. | |
| 10.2 | Third Amendment to Genius Acquisition Agreement, effective as of August 8, 2016, by and among the Company, AHFL and Mr. Li CHWAN HAU. |
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.
| China United Insurance Service, Inc. | ||
| By: | /s/ Yi-Hsiao Mao | |
| Name: | Yi-Hsiao Mao | |
| Title: | Director | |
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By: /s/ MAO YI HSIAO
Name: MAO YI HSIAO
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By: /s/ CHOU CHUNG HSIEN
Name: CHOU CHUNG HSIEN
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By: /s/ CHEN HUNG JU
Name: CHEN HUNG JU
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By: /s/ YU HENG CHI
Name: YU HENG CHI
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By: /s/ CHENG MIN LUNG
Name: CHENG MIN LUNG
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By: /s/ CHEN HSIN CHU
Name: CHEN HSIN CHU
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By: /s/ LEE TSUN HSING
Name: LEE TSUN HSING
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By: /s/ CHEN SHU TZU
Name: CHEN SHU TZU
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By: /s/ YEH FU CHAO
Name: YEH FU CHAO
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By: /s/ CHEN YING CHANG
Name: CHEN YING CHANG
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By: /s/ HSU MING CHU
Name: HSU MING CHU
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By: /s/ CHEN YI CHING
Name: CHEN YI CHING
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By: /s/ YU WANG CHIN
Name: YU WANG CHIN
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By: /s/ YANG LI LING
Name: YANG LI LING
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By: /s/ WANG LING SHUEH
Name: WANG LING SHUEH
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By: /s/ CHEN PO CHIANG
Name: CHEN PO CHIANG
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By: /s/ CHEN HSIAO HUNG
Name: CHEN HSIAO HUNG
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By: /s/ CHIANG WEN TE
Name: CHIANG WEN TE
|
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By: /s/ LI BI E
Name: LI BI E
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By: /s/ LIN KUNG YEN
Name: LIN KUNG YEN
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By: /s/ YANG CHE CHIA
Name: YANG CHE CHIA
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By: /s/ HONG ZHONG NAN
Name: HONG ZHONG NAN
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By: /s/ CHOU SHIOU HUEI
Name: CHOU SHIOU HUEI
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By: /s/ JIAN SU HUA
Name: JIAN SU HUA
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By: /s/ HSU YA LIN
Name: HSU YA LIN
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By: /s/ HAO CHIEH
Name: HAO CHIEH
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By: /s/ WANG JEN CHUAN
Name: WANG JEN CHUAN
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By: /s/ WANG MEI HUI
Name: WANG MEI HUI
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By: /s/ LIAO YUNG MING
Name: LIAO YUNG MING
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By: /s/ LIU TA WEI
Name: LIU TA WEI
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By: /s/ CHANG CHIEN HAN CHUNG
Name: CHANG CHIEN HAN CHUNG
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By: /s/ CHENG HSING LING
Name: CHENG HSING LING
|
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By: /s/ YANG HSIU YUN
Name: YANG HSIU YUN
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By: /s/ LIN TING HUA
Name: LIN TING HUA
|
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By: /s/ LIN CHU CHUN
Name: LIN CHU CHUN
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By: /s/ LEE YAO TUNG
Name: LEE YAO TUNG
|
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By: /s/ TSAI CHIH HUNG
Name: TSAI CHIH HUNG
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By: /s/ HUANG SHU JHEN
Name: HUANG SHU JHEN
|
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By: /s/ TSAI KUO SUNG
Name: TSAI KUO SUNG
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By: /s/ CHAO HUI HSIEN
Name: CHAO HUI HSIEN
|
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By: /s/ WU CHI TAI
Name: WU CHI TAI
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By: /s/ HSU PEI YU
Name: HSU PEI YU
|
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By: /s/ CHEN HSUAN YU
Name: CHEN HSUAN YU
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By: /s/ TU WEI PIN
Name: TU WEI PIN
|
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By: /s/ JIANG KAI WEI
Name: JIANG KAI WEI
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By: /s/ TU CHENG WEI
Name: TU CHENG WEI
|
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By: /s/ LIN CHUN WEI
Name: LIN CHUN WEI
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By: /s/ CHAN HUI YING
Name: CHAN HUI YING
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By: /s/ TU WEN TI
Name: TU WEN TI
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By: /s/ CHUANG YUNG CHI
Name: CHUANG YUNG CHI
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By: /s/ SHEN WEN CHE
Name: SHEN WEN CHE
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By: /s/ CHIN LI HSUN
Name: CHIN LI HSUN
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By: /s/ HSIEH TUNG CHI
Name: HSIEH TUNG CHI
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By: /s/ YEH JEI HUA
Name: YEH JEI HUA
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By: /s/ CHEN YU ZHEN
Name: CHEN YU ZHEN
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By: /s/ LIN CHIN CHIANG
Name: LIN CHIN CHIANG
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By: /s/ TSAO CHIH TANG
Name: TSAO CHIH TANG
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By: /s/ SHIH YEN CHIN
Name: SHIH YEN CHIN
|
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By: /s/ CHENG YA FEN
Name: CHENG YA FEN
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By: /s/ CHEN HSIANG LI
Name: CHEN HSIANG LI
|
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By: /s/ HUANG CHUN CHIEH
Name: HUANG CHUN CHIEH
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By: /s/ LIU YU FANG
Name: LIU YU FANG
|
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By: /s/ TUNG SU LAN
Name: TUNG SU LAN
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By: /s/ CHANG HUI CHUN
Name: CHANG HUI CHUN
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By: /s/ YEN YU HSUN
Name: YEN YU HSUN
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By: /s/ YEH WAN YU
Name: YEH WAN YU
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By: /s/ CHEN MING HSIU
Name: CHEN MING HSIU
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By: /s/ YANG HSIANG HUI
Name: YANG HSIANG HUI
|
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By: /s/ NIEN HUI CHU
Name: NIEN HUI CHU
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By: /s/ CHIH YING PEI
Name: CHIH YING PEI
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By: /s/ SHEN KAI FONG
Name: SHEN KAI FONG
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By: /s/ WANG LING SHIH
Name: WANG LING SHIH
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By: /s/ CHEN HSIAO MEI
Name: CHEN HSIAO MEI
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By: /s/ CHENG YEN WEN
Name: CHENG YEN WEN
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|
U-Li Investment Consulting Enterprise Co., Ltd.
By: /s/ LEE SHU FEN
Name: LEE SHU FEN
Title: Director
|
Marcopolo Investment Company Ltd.
By: /s/ CHOU CHUNG HSIEN
Name: CHOU CHUNG HSIEN
Title: Director
|
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CHENG HENG Investment Co., Ltd.
By: /s/ YU HENG CHI
Name: YU HENG CHI
Title: Director
|
HONG YUAN Investment Co., Ltd.
By: /s/ LEE TSUN HSING
Name: LEE TSUN HSING
Title: Director
|
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FENG SHOU Investment Co., Ltd.
By: /s/ CHEN HUNG JU
Name: CHEN HUNG JU
Title: Director
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By: /s/ CHEN CHANG CHIH
Name: CHEN CHANG CHIH
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China United Insurance Service, Inc. |
|||
| No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 |
Amount of Cash Paid to the Selling Shareholders on
July 21, 2016 |
| 1 | MAO YI HSIAO | 1,366,117 | 586,250 |
| 2 | CHOU CHUNG HSIEN | 91,941 | 39,455 |
| 3 | CHEN HUNG JU | 974,276 | 418,096 |
| 4 | YU HENG CHI | 487,345 | 209,137 |
| 5 | CHENG MIN LUNG | 583,112 | 250,234 |
| 6 | CHEN HSIN CHU | 155,285 | 66,638 |
| 7 | LEE TSUN HSING | 20,633 | 8,854 |
| 8 | CHEN SHU TZU | 103,089 | 44,239 |
| 9 | YEH FU CHAO | 109,494 | 46,988 |
| 10 | CHEN YING CHANG | 206,357 | 88,555 |
| 11 | HSU MING CHU | 315,082 | 135,213 |
| 12 | CHEN YI CHING | 40,122 | 17,218 |
| 13 | YU WAN CHIN | 33,440 | 14,350 |
| 14 | YANG LI LING | 100,036 | 42,929 |
| 15 | WANG LING SHUEH | 8,345 | 3,581 |
| 16 | CHEN PO CHIANG | 8,741 | 3,751 |
| 17 | CHEN HSIAO HUNG | 36,292 | 15,574 |
| 18 | CHIANG WEN TE | 380,343 | 163,219 |
| 19 | LE BI E | 26,914 | 11,550 |
| 20 | LIN KUNG YEN | 38,362 | 16,462 |
| 21 | YANG CHE CHIA | 98,248 | 42,162 |
| 22 | HONG ZHONG NAN | 43,317 | 18,589 |
| 23 | CHOU SHIOU HUEI | 26,049 | 11,178 |
|
China United Insurance Service, Inc. |
|||
| No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 |
Amount of Cash Paid to the Selling Shareholders on
July 21, 2016 |
| 24 | JIAN SU HUA | 37,669 | 16,165 |
| 25 | HSU YA LIN | 170,464 | 73,152 |
| 26 | HAO CHIEH | 40,020 | 17,174 |
| 27 | WANG JEN CHUAN | 14,514 | 6,229 |
| 28 | WANG MEI HUI | 7,457 | 3,200 |
| 29 | LIAO YUNG MING | 29,793 | 12,785 |
| 30 | LIU TA WEI | 102,102 | 43,816 |
| 31 | CHANG CHIEN HAN CHUNG | 50,507 | 21,674 |
| 32 | CHENG HSING LING | 40,319 | 17,302 |
| 33 | YANG HSIU YUN | 20,126 | 8,637 |
| 34 | LIN TING HUA | 101,928 | 43,741 |
| 35 | LIN CHU CHUN | 34,232 | 14,690 |
| 36 | LEE YAO TUNG | 27,535 | 11,816 |
| 37 | TSAI CHIH HUNG | 42,855 | 18,391 |
| 38 | HUANG SHU CHEN | 6,651 | 2,854 |
| 39 | TSAI KUO SUNG | 96,892 | 41,580 |
| 40 | WU CHI TAI | 14,053 | 6,031 |
| 41 | HSU PEI YU | 15,215 | 6,529 |
| 42 | CHEN HSUAN YU | 37,659 | 16,161 |
| 43 | TU WEI PIN | 38,304 | 16,438 |
| 44 | JIANG KAI WEI | 29,187 | 12,525 |
| 45 | TU CHENG WEI | 25,681 | 11,021 |
| 46 | LIN CHUN WEI | 6,589 | 2,828 |
| 47 | CHAN HUI YING | 7,688 | 3,299 |
| 48 | CHAO HUI HSIEN | 115,275 | 49,468 |
| 49 | TU WEN TI | 32,531 | 13,960 |
|
China United Insurance Service, Inc. |
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| No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 |
Amount of Cash Paid to the Selling Shareholders on
July 21, 2016 |
| 50 | CHUANG YUNG CHI | 35,360 | 15,175 |
| 51 | SEHN WEN CHE | 39,684 | 17,030 |
| 52 | CHIN LI HSUN | 20,206 | 8,671 |
| 53 | HSIEH TUNG CHI | 30,440 | 13,064 |
| 54 | YEH JEI HUA | 37,886 | 16,258 |
| 55 | CHEN YU ZHEN | 10,103 | 4,335 |
| 56 | LIN CHIN CHIANG | 12,558 | 5,390 |
| 57 | TSAO CHIH TANG | 3,293 | 1,413 |
| 58 | SHIH YEN CHIN | 10,224 | 4,387 |
| 59 | CHENG YA FEN | 6,627 | 2,845 |
| 60 | CHEN HSIANG LI | 10,224 | 4,387 |
| 61 | HUANG CHUN CHIEH | 10,224 | 4,387 |
| 62 | LIU YU FANG | 10,224 | 4,387 |
| 63 | TUNG SU LAN | 6,890 | 2,957 |
| 64 | CHANG HUI CHUN | 20,460 | 8,780 |
| 65 | YEN YU HSUN | 5,819 | 2,497 |
| 66 | YEH WAN YU | 10,224 | 4,387 |
| 67 | CHEN MING HSIU | 6,890 | 2,957 |
| 68 | YANG HSIANG HUI | 10,224 | 4,387 |
| 69 | NIEN HUI CHU | 10,224 | 4,387 |
| 70 | CHIH YIN PEI | 10,224 | 4,387 |
| 71 | SHEN KAI FONG | 3,334 | 1,431 |
| 72 | WANG LING SHIH | 3,596 | 1,544 |
| 73 | CHEN HSIAO MEI | 3,596 | 1,544 |
| 74 | CHENG YEN WEN | 3,596 | 1,544 |
|
China United Insurance Service, Inc. |
|||
| No. | Shareholder Name |
Amount of Cash Paid to the Selling Shareholders on or prior to March 31, 2017 |
Amount of Cash Paid to the Selling Shareholders on
July 21, 2016 |
| 75 | U-Li Investment Consulting Enterprise Co., Ltd. | 5,107,500 | 585,290 |
| 76 | Marcopolo Investment Company Ltd. | 909,254 | 390,193 |
| 77 | CHENG HENG Investment Co., Ltd. | 858,740 | 368,516 |
| 78 | HONG YUAN Investment Co., Ltd. | 626,375 | 268,800 |
| 79 | FENG SHOU Investment Co., Ltd. | 757,712 | 325,161 |
| 80 | CHEN CHANG CHIH | 10,103 | 4,335 |
| Total | NT$15 MILLION | NT$4,830,514 | |
Exhibit 10.2
AMENDMENT 3 TO ACQUISITION AGREEMENT
This Amendment 3 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 ”), 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, On February 17, 2016, the Company and AHFL entered into an Amendment 2 to the Agreement (the “Amendment 2”) 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.
WHEREAS, the Company has been actively working towards its listing in a major capital market, where the existence of such revocation right under the Third Amendment is actually to the detriment of such listing process.
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 Amendment 2 is hereby terminated effective on the Effective Date set forth hereof above.
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.
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China
United Insurance Service, Inc.
By: /s/ Mao Yi Hsiao |
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| Mao Yi Hsiao, Director |
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Action
Holdings Financial Limited
By: /s/ Mao Yi Hsiao |
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| Mao Yi Hsiao, Director |
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Selling
Shareholder of GHFL
By: /s/ LI Chwan-Hau |
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| LI Chwan-Hau |