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