AMENDMENT TO ACQUISITION AGREEMENT 


 


This Amendment to
Acquisition Agreement (this “Amendment”), dated March 14, 2013 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 the updated 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, 2013 (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 Selling
Shareholders and CUIS desire to amend certain provisions of Sections 2.2 and 2.8 of the Agreement.


 


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:


 


To amend and restate
Sections 2.2(iii), (iv) and (v):


(iii) pay NT$15 million
to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name in the updated Schedule I
on or prior to March 31, 2015 or at any other time or in any other manner otherwise agreed upon by and among the Parties; (iv)
pay NT$7.5 million to the Selling Shareholders in the amounts set forth opposite each Selling Shareholder's name in the updated
Schedule I on or subsequent to March 31, 2015 or at any other time or in any other manner otherwise agreed upon by and among
the Parties; and (v) set up an employee stock pool, consisting of up to 4 million shares of CUIS Common Stock, among which 2 million
shares shall be solely granted to employees of Dinglv Broker pursuant to Section 2.8 herein, and the remaining 2 million shares
to be granted to employees of affiliated entities of CUIS (including Dinglv Broker employees).


 


To amend and restate
Section 2.8:






    	 



    	 



    

 


Covenant. CUIS hereby
covenants that, subsequent to the date hereof, it will use its best efforts to set up an employee stock pool (the “ESOP”)
as soon as practically possible, up to 4 million shares of CUIS Common Stock, among which 2 million shares shall be solely granted
to employees of Dinglv Broker, and the remaining 2 million shares to be granted to employees of affiliated entities of CUIS (including
Dinglv Broker employees). Upon satisfaction of respective performance criteria of each participating CUIS affiliated entity on
a yearly basis, the board of directors of CUIS shall, based on the corresponding actual performance of such participating CUIS
affiliated entity, calculate the number of stocks to be allocated to such CUIS affiliated entity for issuance to its employees.
Details of terms and conditions on the said ESOP shall be set forth in separate ESOP documents duly approved by CUIS.


 


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/ Fu-Chang Li	 
	Name:	Fu-Chang Li
	Title:	Director


  









    	 



    	 



    

 


IN WITNESS WHEREOF
the Parties hereto have executed this Amendment as of the day and year first above written.


 


Selling Shareholders


 


	
        By: /s/ MAO
        YI HSIAO

        Name: MAO YI HSIAO
	
        By: /s/ CHOU
        CHUNG HSIEN

        Name: CHOU CHUNG HSIEN

	 	 
	
        By: /s/ CHEN
        HUNG JU

        Name: CHEN HUNG JU
	
        By: /s/ YU HENG
        CHI

        Name: YU HENG CHI

	 	 
	
        By: /s/ CHENG
        MIN LUNG

        Name: CHENG MIN LUNG
	
        By: /s/ CHEN
        HSIN CHU

        Name: CHEN HSIN CHU

	 	 
	
        By: /s/ LEE
        TSUN HSING

        Name: LEE TSUN HSING
	
        By: /s/ CHEN
        SHU TZU

        Name: CHEN SHU TZU

	 	 
	
        By: /s/ YEH
        FU CHAO

        Name: YEH FU CHAO
	
        By: /s/ CHEN
        YING CHANG

        Name: CHEN YING CHANG

	 	 
	
        By: /s/ HSU
        MING CHU

        Name: HSU MING CHU
	
        By: /s/ CHEN
        YI CHING

        Name: CHEN YI CHING

	 	 
	
        By: /s/ YU WANG
        CHIN

        Name: YU WANG CHIN
	
        By: /s/ YANG
        LI LING

        Name: YANG LI LING

	 	 
	
        By: /s/ WANG
        LING SHUEH

        Name: WANG LING SHUEH
	
        By: /s/ CHEN
        PO CHIANG

        Name: CHEN PO CHIANG

	 	 
	
        By: /s/ CHEN
        HSIAO HUNG

        Name: CHEN HSIAO HUNG
	
        By: /s/ CHIANG
        WEN TE

        Name: CHIANG WEN TE

	 	 
	
        By: /s/ LI BI
        E

        Name: LI BI E
	
        By: /s/ LIN
        KUNG YEN

        Name: LIN KUNG YEN



  


	
        By: /s/ YANG
        CHE CHIA

        Name: YANG CHE CHIA
	
        By: /s/ HONG
        ZHONG NAN

        Name: HONG ZHONG NAN

	 	 
	
        By: /s/ CHOU
        SHIOU HUEI

        Name: CHOU SHIOU HUEI
	
        By: /s/ JIAN
        SU HUA

        Name: JIAN SU HUA

	 	 
	
        By: /s/ HSU
        YA LIN

        Name: HSU YA LIN
	
        By: /s/ HAO
        CHIEH

        Name: HAO CHIEH








    	 



    	 



    

 


	 	 
	
        By: /s/ WANG
        JEN CHUAN

        Name: WANG JEN CHUAN
	
        By: /s/ WANG
        MEI HUI

        Name: WANG MEI HUI

	 	 
	
        By: /s/ LIAO
        YUNG MING

        Name: LIAO YUNG MING
	
        By: /s/ LIU
        TA WEI

        Name: LIU TA WEI

	 	 
	
        By: /s/ CHANG
        CHIEN HAN CHUNG

        Name: CHANG CHIEN HAN CHUNG
	
        By: /s/ CHENG
        HSING LING

        Name: CHENG HSING LING

	 	 
	
        By: /s/ YANG
        HSIU YUN

        Name: YANG HSIU YUN
	
        By: /s/ LIN
        TING HUA

        Name: LIN TING HUA

	 	 
	
        By: /s/ LIN
        CHU CHUN

        Name: LIN CHU CHUN
	
        By: /s/ LEE
        YAO TUNG

        Name: LEE YAO TUNG

	 	 
	
        By: /s/ TSAI
        CHIH HUNG

        Name: TSAI CHIH HUNG
	
        By: /s/ HUANG
        SHU JHEN

        Name: HUANG SHU JHEN

	 	 
	
        By: /s/ TSAI
        KUO SUNG

        Name: TSAI KUO SUNG
	
        By: /s/ CHAO
        HUI HSIEN

        Name: CHAO HUI HSIEN

	 	 
	
        By: /s/ WU CHI
        TAI

        Name: WU CHI TAI
	
        By: /s/ HSU
        PEI YU

        Name: HSU PEI YU

	 	 
	
        By: /s/ CHEN
        HSUAN YU

        Name: CHEN HSUAN YU
	
        By: /s/ TU WEI
        PIN

        Name: TU WEI PIN

	 	 
	
        By: /s/ JIANG
        KAI WEI

        Name: JIANG KAI WEI
	
        By: /s/ TU CHENG
        WEI

        Name: TU CHENG WEI



  


	
        By: /s/ LIN
        CHUN WEI

        Name: LIN CHUN WEI
	
        By: /s/ CHAN
        HUI YING

        Name: CHAN HUI YING

	 	 
	
        By: /s/ TU WEN
        TI

        Name: TU WEN TI
	
        By: /s/ CHUANG
        YUNG CHI

        Name: CHUANG YUNG CHI

	 	 
	
        By: /s/ SHEN
        WEN CHE

        Name: SHEN WEN CHE
	
        By: /s/ CHIN
        LI HSUN

        Name: CHIN LI HSUN

	 	 
	
        By: /s/ HSIEH
        TUNG CHI

        Name: HSIEH TUNG CHI
	
        By: /s/ YEH
        JEI HUA

        Name: YEH JEI HUA

	 	 
	
        By: /s/ CHEN
        YU ZHEN

        Name: CHEN YU ZHEN
	
        By: /s/ LIN
        CHIN CHIANG

        Name: LIN CHIN CHIANG








    	 



    	 



    




 


	 	 
	
        By: /s/ TSAO
        CHIH TANG

        Name: TSAO CHIH TANG
	
        By: /s/ SHIH
        YEN CHIN

        Name: SHIH YEN CHIN

	 	 
	
        By: /s/ CHENG
        YA FEN

        Name: CHENG YA FEN
	
        By: /s/ CHEN
        HSIANG LI

        Name: CHEN HSIANG LI

	 	 
	
        By: /s/ HUANG
        CHUN CHIEH

        Name: HUANG CHUN CHIEH
	
        By: /s/ LIU
        YU FANG

        Name: LIU YU FANG

	 	 
	
        By: /s/ TUNG
        SU LAN

        Name: TUNG SU LAN
	
        By: /s/ CHANG
        HUI CHUN

        Name: CHANG HUI CHUN

	 	 
	
        By: /s/ YEN
        YU HSUN

        Name: YEN YU HSUN
	
        By: /s/ YEH
        WAN YU

        Name: YEH WAN YU

	 	 
	
        By: /s/ CHEN
        MING HSIU

        Name: CHEN MING HSIU
	
        By: /s/ YANG
        HSIANG HUI

        Name: YANG HSIANG HUI

	 	 
	
        By: /s/ NIEN
        HUI CHU

        Name: NIEN HUI CHU
	
        By: /s/ CHIH
        YING PEI

        Name: CHIH YING PEI



  


	
        By: /s/ SHEN
        KAI FONG

        Name: SHEN KAI FONG
	
        By: /s/ WANG
        LING SHIH

        Name: WANG LING SHIH

	 	 
	
        By: /s/ CHEN
        HSIAO MEI

        Name: CHEN HSIAO MEI
	
        By: /s/ CHENG
        YEN WEN

        Name: CHENG YEN WEN

	 	 
	
        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

	 	 
	
        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

	 	 
	
        FENG SHOU Investment Co., Ltd.

        By: /s/ CHEN HUNG JU

        Name: CHEN HUNG JU

        Title: Director
	
        By: /s/ CHEN CHANG CHIH

        Name: CHEN CHANG CHIH



 



    	 



    	 



    

 





Schedule
I CASH CONSIDERATION


 


China United Insurance Service, Inc.


 


	No.	 	Shareholder Name	 	
        Amount of Cash Payable to

        the Selling Shareholders on

        or prior to March 31, 2015
	 	
        Amount of Cash Payable to the

        Selling Shareholders on or

        subsequent to March 31, 2015

	1	 	MAO YI HSIAO	 	1,366,117	 	683,058
	2	 	CHOU CHUNG HSIEN	 	91,941	 	45,970
	3	 	CHEN HUNG JU	 	974,276	 	487,138
	4	 	YU HENG CHI	 	487,345	 	243,673
	5	 	CHENG MIN LUNG	 	583,112	 	291,556
	6	 	CHEN HSIN CHU	 	155,285	 	77,642
	7	 	LEE TSUN HSING	 	20,633	 	10,316
	8	 	CHEN SHU TZU	 	103,089	 	51,545
	9	 	YEH FU CHAO	 	109,494	 	54,747
	10	 	CHEN YING CHANG	 	206,357	 	103,178
	11	 	HSU MING CHU	 	315,082	 	157,541
	12	 	CHEN YI CHING	 	40,122	 	20,061
	13	 	YU WAN CHIN	 	33,440	 	16,720
	14	 	YANG LI LING	 	100,036	 	50,018
	15	 	WANG LING SHUEH	 	8,345	 	4,172
	16	 	CHEN PO CHIANG	 	8,741	 	4,370
	17	 	CHEN HSIAO HUNG	 	36,292	 	18,146
	18	 	CHIANG WEN TE	 	380,343	 	190,172
	19	 	LE BI E	 	26,914	 	13,457
	20	 	LIN KUNG YEN	 	38,362	 	19,181


 



    	 



    	 



    







 


China United Insurance Service, Inc.


 


	No.	 	Shareholder Name	 	
        Amount of Cash Payable to

        the Selling Shareholders on

        or prior to March 31, 2015
	 	
        Amount of Cash Payable to the

        Selling Shareholders on or

        subsequent to March 31, 2015

	21	 	YANG CHE CHIA	 	98,248	 	49,124
	22	 	HONG ZHONG NAN	 	43,317	 	21,659
	23	 	CHOU SHIOU HUEI	 	26,049	 	13,024
	24	 	JIAN SU HUA	 	37,669	 	18,834
	25	 	HSU YA LIN	 	170,464	 	85,232
	26	 	HAO CHIEH	 	40,020	 	20,010
	27	 	WANG JEN CHUAN	 	14,514	 	7,257
	28	 	WANG MEI HUI	 	7,457	 	3,729
	29	 	LIAO YUNG MING	 	29,793	 	14,897
	30	 	LIU TA WEI	 	102,102	 	51,051
	31	 	CHANG CHIEN HAN CHUNG	 	50,507	 	25,253
	32	 	CHENG HSING LING	 	40,319	 	20,159
	33	 	YANG HSIU YUN	 	20,126	 	10,063
	34	 	LIN TING HUA	 	101,928	 	50,964
	35	 	LIN CHU CHUN	 	34,232	 	17,116
	36	 	LEE YAO TUNG	 	27,535	 	13,768
	37	 	TSAI CHIH HUNG	 	42,855	 	21,428
	38	 	HUANG SHU CHEN	 	6,651	 	3,326
	39	 	TSAI KUO SUNG	 	96,892	 	48,446
	40	 	WU CHI TAI	 	14,053	 	7,026
	41	 	HSU PEI YU	 	15,215	 	7,607
	42	 	CHEN HSUAN YU	 	37,659	 	18,829
	43	 	TU WEI PIN	 	38,304	 	19,152
	44	 	JIANG KAI WEI	 	29,187	 	14,594
	45	 	TU CHENG WEI	 	25,681	 	12,841


 



    	 



    	 



    

 








China United Insurance Service, Inc.


 


	No.	 	Shareholder Name	 	
        Amount of Cash Payable to

        the Selling Shareholders on

        or prior to March 31, 2015
	 	
        Amount of Cash Payable to the

        Selling Shareholders on or

        subsequent to March 31, 2015

	46	 	LIN CHUN WEI	 	6,589	 	3,295
	47	 	CHAN HUI YING	 	7,688	 	3,844
	48	 	CHAO HUI HSIEN	 	115,275	 	57,637
	49	 	TU WEN TI	 	32,531	 	16,266
	50	 	CHUANG YUNG CHI	 	35,360	 	17,680
	51	 	SEHN WEN CHE	 	39,684	 	19,842
	52	 	CHIN LI HSUN	 	20,206	 	10,103
	53	 	HSIEH TUNG CHI	 	30,440	 	15,220
	54	 	YEH JEI HUA	 	37,886	 	18,943
	55	 	CHEN YU ZHEN	 	10,103	 	5,051
	56	 	LIN CHIN CHIANG	 	12,558	 	6,279
	57	 	TSAO CHIH TANG	 	3,293	 	1,647
	58	 	SHIH YEN CHIN	 	10,224	 	5,112
	59	 	CHENG YA FEN	 	6,627	 	3,314
	60	 	CHEN HSIANG LI	 	10,224	 	5,112
	61	 	HUANG CHUN CHIEH	 	10,224	 	5,112
	62	 	LIU YU FANG	 	10,224	 	5,112
	63	 	TUNG SU LAN	 	6,890	 	3,445
	64	 	CHANG HUI CHUN	 	20,460	 	10,230
	65	 	YEN YU HSUN	 	5,819	 	2,910
	66	 	YEH WAN YU	 	10,224	 	5,112
	67	 	CHEN MING HSIU	 	6,890	 	3,445
	68	 	YANG HSIANG HUI	 	10,224	 	5,112
	69	 	NIEN HUI CHU	 	10,224	 	5,112
	70	 	CHIH YIN PEI	 	10,224	 	5,112
	71	 	SHEN KAI FONG	 	3,334	 	1,667


 



    	 



    	 



    

 


China United Insurance Service, Inc.


 


	No.	 	Shareholder Name	 	
        Amount of Cash Payable to

        the Selling Shareholders on

        or prior to March 31, 2015
	 	
        Amount of Cash Payable to the

        Selling Shareholders on or

        subsequent to March 31, 2015

	72	 	WANG LING SHIH	 	3,596	 	1,798
	73	 	CHEN HSIAO MEI	 	3,596	 	1,798
	74	 	CHENG YEN WEN	 	3,596	 	1,798
	75	 	U-Li Investment Consulting Enterprise Co., Ltd.	 	5,107,500	 	2,553,750
	76	 	Marcopolo Investment Company Ltd.	 	909,254	 	454,627
	77	 	CHENG HENG Investment Co., Ltd.	 	858,740	 	429,370
	78	 	HONG YUAN Investment Co., Ltd.	 	626,375	 	313,188
	79	 	FENG SHOU Investment Co., Ltd.	 	757,712	 	378,856
	80	 	CHEN CHANG CHIH	 	10,103	 	5,051
	Total	 	 	 	NT$15 MILLION	 	NT$7.5 MILLION