Exhibit 10.91


 


AMENDMENT 5 TO ACQUISITION AGREEMENT



 


This Amendment 5
to Acquisition Agreement (this “Amendment”), dated March 12, 2017 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, and the Parties agreed that CUIS shall
pay the consideration set forth in Section 2.2 of the Agreement for such acquisition.


 


WHEREAS, the Company
and the selling shareholders of AHFL entered into a fourth amendment to the Agreement, pursuant to which, on or prior to March
31, 2017, the Company agreed to distribute the cash payment in the amount of NT$15 million.


 


WHEREAS, the Selling
Shareholders and CUIS desire to amend certain provisions of Sections 2.2(iii) 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:


 


To amend and restate
Sections 2.2(iii):


(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, 2019 or at any other time or in any other manner otherwise agreed upon by and among the Parties.


 


Capitalized terms
defined in the Agreement have, unless expressly defined in this Amendment or the context requires otherwise, the same meaning in
the Agreement.


 




     

     


    

 


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/Yi-Hsiao Mao	 
	Name:	Yi-Hsiao Mao
	Title: 	Director


  




     

     


    

 


	By: /s/ MAO YI HSIAO	 	By: /s/ CHOU CHUNG HSIEN
	Name: MAO YI HSIAO	 	Name: CHOU CHUNG HSIEN
	 	 	 
	By: /s/ CHEN HUNG JU	 	By: /s/ YU HENG CHI
	Name: CHEN HUNG JU	 	Name: YU HENG CHI
	 	 	 
	By: /s/ CHENG MIN LUNG	 	By: /s/ CHEN HSIN CHU
	Name: CHENG MIN LUNG	 	Name: CHEN HSIN CHU
	 	 	 
	By: /s/ LEE TSUN HSING	 	By: /s/ CHEN SHU TZU
	Name: LEE TSUN HSING	 	Name: CHEN SHU TZU
	 	 	 
	By: /s/ YEH FU CHAO	 	By: /s/ CHEN YING CHANG
	Name: YEH FU CHAO	 	Name: CHEN YING CHANG
	 	 	 
	By: /s/ HSU MING CHU	 	By: /s/ CHEN YI CHING
	Name: HSU MING CHU	 	Name: CHEN YI CHING
	 	 	 
	By: /s/ YU WANG CHIN	 	By: /s/ YANG LI LING
	Name: YU WANG CHIN	 	Name: YANG LI LING
	 	 	 
	By: /s/ WANG LING SHUEH	 	By: /s/ CHEN PO CHIANG
	Name: WANG LING SHUEH	 	Name: CHEN PO CHIANG
	 	 	 
	By: /s/ CHEN HSIAO HUNG	 	By: /s/ CHIANG WEN TE
	Name: CHEN HSIAO HUNG	 	Name: CHIANG WEN TE
	 	 	 
	By: /s/ LI BI E	 	By: /s/ LIN KUNG YEN
	Name: LI BI E	 	Name: LIN KUNG YEN
	 	 	 
	By: /s/ YANG CHE CHIA	 	By: /s/ HONG ZHONG NAN
	Name: YANG CHE CHIA	 	Name: HONG ZHONG NAN
	 	 	 
	By: /s/ CHOU SHIOU HUEI	 	By: /s/ JIAN SU HUA
	Name: CHOU SHIOU HUEI	 	Name: JIAN SU HUA
	 	 	 
	By: /s/ HSU YA LIN	 	By: /s/ HAO CHIEH
	Name: HSU YA LIN	 	Name: HAO CHIEH
	 	 	 
	By: /s/ WANG JEN CHUAN	 	By: /s/ WANG MEI HUI
	Name: WANG JEN CHUAN	 	Name: WANG MEI HUI
	 	 	 
	By: /s/ LIAO YUNG MING	 	By: /s/ LIU TA WEI
	Name: LIAO YUNG MING	 	Name: LIU TA WEI
	 	 	 
	By: /s/ CHANG CHIEN HAN CHUNG	 	By: /s/ CHENG HSING LING
	Name: CHANG CHIEN HAN CHUNG	 	Name: CHENG HSING LING


 




     

     


    

 


	By: /s/ YANG HSIU YUN	 	By: /s/ LIN TING HUA
	Name: YANG HSIU YUN	 	Name: LIN TING HUA
	 	 	 
	By: /s/ LIN CHU CHUN	 	By: /s/ LEE YAO TUNG
	Name: LIN CHU CHUN	 	Name: LEE YAO TUNG
	 	 	 
	By: /s/ TSAI CHIH HUNG	 	By: /s/ HUANG SHU JHEN
	Name: TSAI CHIH HUNG	 	Name: HUANG SHU JHEN
	 	 	 
	By: /s/ TSAI KUO SUNG	 	By: /s/ CHAO HUI HSIEN
	Name: TSAI KUO SUNG	 	Name: CHAO HUI HSIEN
	 	 	 
	By: /s/ WU CHI TAI	 	By: /s/ HSU PEI YU
	Name: WU CHI TAI	 	Name: HSU PEI YU
	 	 	 
	By: /s/ CHEN HSUAN YU	 	By: /s/ TU WEI PIN
	Name: CHEN HSUAN YU	 	Name: TU WEI PIN
	 	 	 
	By: /s/ JIANG KAI WEI	 	By: /s/ TU CHENG WEI
	Name: JIANG KAI WEI	 	Name: TU CHENG WEI
	 	 	 
	By: /s/ LIN CHUN WEI	 	By: /s/ CHAN HUI YING
	Name: LIN CHUN WEI	 	Name: CHAN HUI YING
	 	 	 
	By: /s/ TU WEN TI	 	By: /s/ CHUANG YUNG CHI
	Name: TU WEN TI	 	Name: CHUANG YUNG CHI
	 	 	 
	By: /s/ SHEN WEN CHE	 	By: /s/ CHIN LI HSUN
	Name: SHEN WEN CHE	 	Name: CHIN LI HSUN
	 	 	 
	By: /s/ HSIEH TUNG CHI	 	By: /s/ YEH JEI HUA
	Name: HSIEH TUNG CHI	 	Name: YEH JEI HUA
	 	 	 
	By: /s/ CHEN YU ZHEN	 	By: /s/ LIN CHIN CHIANG
	Name: CHEN YU ZHEN	 	Name: LIN CHIN CHIANG
	 	 	 
	By: /s/ TSAO CHIH TANG	 	By: /s/ SHIH YEN CHIN
	Name: TSAO CHIH TANG	 	Name: SHIH YEN CHIN
	 	 	 
	By: /s/ CHENG YA FEN	 	By: /s/ CHEN HSIANG LI
	Name: CHENG YA FEN	 	Name: CHEN HSIANG LI
	 	 	 
	By: /s/ HUANG CHUN CHIEH	 	By: /s/ LIU YU FANG
	Name: HUANG CHUN CHIEH	 	Name: LIU YU FANG


 




     

     


    

 


	By: /s/ TUNG SU LAN	 	By: /s/ CHANG HUI CHUN
	Name: TUNG SU LAN	 	Name: CHANG HUI CHUN
	 	 	 
	By: /s/ YEN YU HSUN	 	By: /s/ YEH WAN YU
	Name: YEN YU HSUN	 	Name: YEH WAN YU
	 	 	 
	By: /s/ CHEN MING HSIU	 	By: /s/ YANG HSIANG HUI
	Name: CHEN MING HSIU	 	Name: YANG HSIANG HUI
	 	 	 
	By: /s/ NIEN HUI CHU	 	By: /s/ CHIH YING PEI
	Name: NIEN HUI CHU	 	Name: CHIH YING PEI
	 	 	 
	By: /s/ SHEN KAI FONG	 	By: /s/ WANG LING SHIH
	Name: SHEN KAI FONG	 	Name: WANG LING SHIH
	 	 	 
	By: /s/ CHEN HSIAO MEI	 	By: /s/ CHENG YEN WEN
	Name: CHEN HSIAO MEI	 	Name: CHENG YEN WEN
	 	 	 
	U-Li Investment Consulting Enterprise Co., Ltd.	 	Marcopolo Investment Company Ltd. 
	By: /s/ LEE SHU FEN	 	By: /s/ CHOU CHUNG HSIEN
	Name: LEE SHU FEN	 	Name: CHOU CHUNG HSIEN
	Title: Director	 	Title: Director
	 	 	 
	CHENG HENG Investment Co., Ltd. 	 	HONG YUAN Investment Co., Ltd. 
	By: /s/ YU HENG CHI	 	By: /s/ LEE TSUN HSING
	Name: YU HENG CHI	 	Name: LEE TSUN HSING
	Title: Director	 	Title: Director
	 	 	 
	FENG SHOU Investment Co., Ltd. 	 	By: /s/ CHEN CHANG CHIH
	By: /s/ CHEN HUNG JU	 	Name: CHEN CHANG CHIH
	Name: CHEN HUNG JU	 	 
	Title: Director	 	 


 






     


     


    

 


Schedule I



 


	No.	 	Shareholder Name	 	Amount of Cash Paid to the Selling

Shareholders on or prior to March 31, 2019
	1	 	 MAO YI HSIAO	 	1,366,117
	2	 	CHOU CHUNG HSIEN	 	91,941
	3	 	CHEN HUNG JU	 	974,276
	4	 	YU HENG CHI	 	487,345
	5	 	CHENG MIN LUNG	 	583,112
	6	 	CHEN HSIN CHU	 	155,285
	7	 	LEE TSUN HSING	 	20,633
	8	 	CHEN SHU TZU	 	103,089
	9	 	YEH FU CHAO	 	109,494
	10	 	CHEN YING CHANG	 	206,357
	11	 	HSU MING CHU	 	315,082
	12	 	CHEN YI CHING	 	40,122
	13	 	YU WAN CHIN	 	33,440
	14	 	YANG LI LING	 	100,036
	15	 	WANG LING SHUEH	 	8,345
	16	 	CHEN PO CHIANG	 	8,741
	17	 	CHEN HSIAO HUNG	 	36,292
	18	 	CHIANG WEN TE	 	380,343
	19	 	LE BI E	 	26,914
	20	 	LIN KUNG YEN	 	38,362
	21	 	YANG CHE CHIA	 	98,248
	22	 	HONG ZHONG NAN	 	43,317
	23	 	CHOU SHIOU HUEI	 	26,049
	24	 	JIAN SU HUA	 	37,669


 






     


     


    

 


	No.	 	Shareholder Name	 	Amount of Cash Paid to the Selling

Shareholders on or prior to March 31, 2019
	25	 	HSU YA LIN	 	170,464
	26	 	HAO CHIEH	 	40,020
	27	 	WANG JEN CHUAN	 	14,514
	28	 	WANG MEI HUI	 	7,457
	29	 	LIAO YUNG MING	 	29,793
	30	 	LIU TA WEI	 	102,102
	31	 	CHANG CHIEN HAN CHUNG	 	50,507
	32	 	CHENG HSING LING	 	40,319
	33	 	YANG HSIU YUN	 	20,126
	34	 	LIN TING HUA	 	101,928
	35	 	LIN CHU CHUN	 	34,232
	36	 	LEE YAO TUNG	 	27,535
	37	 	TSAI CHIH HUNG	 	42,855
	38	 	HUANG SHU CHEN	 	6,651
	39	 	TSAI KUO SUNG	 	96,892
	40	 	WU CHI TAI	 	14,053
	41	 	HSU PEI YU	 	15,215
	42	 	CHEN HSUAN YU	 	37,659
	43	 	TU WEI PIN	 	38,304
	44	 	JIANG KAI WEI	 	29,187
	45	 	TU CHENG WEI	 	25,681
	46	 	LIN CHUN WEI	 	6,589
	47	 	CHAN HUI YING	 	7,688
	48	 	CHAO HUI HSIEN	 	115,275
	49	 	TU WEN TI	 	32,531
	50	 	CHUANG YUNG CHI	 	35,360
	51	 	SEHN WEN CHE	 	39,684
	52	 	CHIN LI HSUN	 	20,206
	53	 	HSIEH TUNG CHI	 	30,440
	54	 	YEH JEI HUA	 	37,886


 






     


     


    

 


	No.	 	Shareholder Name	 	Amount of Cash Paid to the Selling

Shareholders on or prior to March 31, 2019
	55	 	CHEN YU ZHEN	 	10,103
	56	 	LIN CHIN CHIANG	 	12,558
	57	 	TSAO CHIH TANG	 	3,293
	58	 	SHIH YEN CHIN	 	10,224
	59	 	CHENG YA FEN	 	6,627
	60	 	CHEN HSIANG LI	 	10,224
	61	 	HUANG CHUN CHIEH	 	10,224
	62	 	LIU YU FANG	 	10,224
	63	 	TUNG SU LAN	 	6,890
	64	 	CHANG HUI CHUN	 	20,460
	65	 	YEN YU HSUN	 	5,819
	66	 	YEH WAN YU	 	10,224
	67	 	CHEN MING HSIU	 	6,890
	68	 	YANG HSIANG HUI	 	10,224
	69	 	NIEN HUI CHU	 	10,224
	70	 	CHIH YIN PEI	 	10,224
	71	 	SHEN KAI FONG	 	3,334
	72	 	WANG LING SHIH	 	3,596
	73	 	CHEN HSIAO MEI	 	3,596
	74	 	CHENG YEN WEN	 	3,596
	75	 	U-Li Investment Consulting Enterprise Co., Ltd.	 	5,107,500
	76	 	Marcopolo Investment Company Ltd.	 	909,254
	77	 	CHENG HENG Investment Co., Ltd.	 	858,740
	78	 	HONG YUAN Investment Co., Ltd.	 	626,375
	79	 	FENG SHOU Investment Co., Ltd.	 	757,712
	80	 	CHEN CHANG CHIH	 	10,103
	Total	 	 	 	NT$15 MILLION