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): March 3, 2021
CHINA UNITED INSURANCE SERVICE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54884 | 30-0826400 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
7F, No. 311 Section 3, Nan-King East Road, Taipei City, Taiwan
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: +8862-87126958
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Ticker symbol(s) |
Name
of each exchange on which
registered |
||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on November 21, 2019, AIlife International Investment Co., Ltd. (“AIlife,” formerly known as “Ilife International Investment Co., Ltd.”), a wholly-owned subsidiary of China United Insurance Service, Inc. (the “Company”), Cyun-Jhan Enterprise Co., Ltd. (“Cyun-Jhan”), and Jian-Zao International Industrial Co., Ltd. (“Jian-Zao” and, collectively with AIlife and Cyun-Jhan, the “Parties”), entered into a Joint Venture Agreement (the “JV Agreement”) on November 15, 2019, pursuant to which the Parties jointly established, invested funds, human resources and technology into Uniwill Insurance Broker Co., Ltd. ( the “JV”), a currently wholly-owned subsidiary of AIlife, which, subject to obtaining the necessary regulatory approvals, would operate the life insurance and property insurance brokerage business.
On March 3, 2021, the Parties entered into an amendment to the JV Agreement (the “Amendment”), pursuant to which AIlife shall fulfill the paid-up capital obligation in the aggregate amount of NT$400 million (the “Total Cash Contribution”) during a period of eight (8) years (the “Period”) from November 15, 2019, the date of the JV Agreement, provided that the number of the registered sales agents of the JV exceeds 1,000 and the cumulative revenue of the JV reaches NT$8.7 billion (the “Revenue Threshold”) within the Period. Subject to the terms of the Amendment and JV Agreement, in the event that the JV fails to reach the Revenue Threshold within the Period, AIlife shall only be obligated to make cash contributions through the Period to the JV in the aggregate amount (the “Total Adjusted Cash Contribution”) calculated as follows:
The Total Adjusted Cash Contribution= (the actual cumulated revenue of the JV during the Period/ NT$8.7 billion)* NT$400 million.
The foregoing description of the Amendment is qualified by reference to the full text of the translation copy of the Amendment to the JV Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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: March 9, 2021 | /s/ Yi-Hsiao Mao |
| Name: Yi-Hsiao Mao | |
| Title: Chief Executive Officer |
Exhibit 10.1
Amendment to the Joint Venture Agreement
(the translation copy)
This Amendment (“Amendment”) to Joint-Venture Agreement dated 15th November, 2019 (“Agreement”) by and between AIlife International Investment Co., Ltd. (“Party A”), and Cyun-Jhan Enterprise Co., Ltd. (“Party B”) and Jian-Zao International Industrial Co., Ltd. (“Party C”) is made and effective as of the 3rd day of March, 2021 (the “Effective Date”) by and among AIlife and Cyun-Jhan and Jian Zao.
WHEREAS:
| A. | Party A, Party B and Party C have entered into the Agreement for the purpose of jointly establish and operate a Taiwanese insurance broker company, which is called Uniwill Insurance Broker Co., Ltd. (hereinafter referred to as “Uniwill”, the “Joint Venture Company” or the “Company”); and |
| B. | This Amendment is made by mutual consent of the parties to amend the Agreement as set forth hereinafter. |
NOW, THEREFORE, for good and sufficient consideration, Party A, Party B and Party C agree as follows:
| 1. | Article 2.1 of the Agreement shall be amended to read as follows: |
The final paid-up capital of the Joint Venture Company will be NT$400 million. The paid-up capital of initial stage will be NT$100 million, Party A shall complete Party A's paid-up capital of NT$100 million within two weeks after signing this Agreement, and perform the Article 1 of this Agreement in accordance with all applicable laws and regulations. This notwithstanding, the Joint Venture Company shall not commence active operations as an insurance broker until it has received all necessary authorizations from its competent regulatory authority. Afterwards, Party A shall make several capital injections according to the operational plan to be submitted by the Labor Party (defined below). On the date hereof, Party A owns 100% of the issued and outstanding common stock of the Joint Venture Company. Party B and Party C shall make the cash contributions required under paragraph 3 of Article 2 of this Agreement and shall work diligently to produce the sales and sales revenues for the Joint Venture Company as specified herein. Unless otherwise stated, Party B and Party C are collectively referred to as the “Labor Party”. The Labor Party shall submit a specific operation plan to Party A listing the funds required for each operational phase of the Joint Venture Company and Party A shall inject the capital set forth herein according to the specific needs of each phase.
Party A shall be required to completely fulfill its NT$400 million paid-in capital obligation of the Joint Venture Company within eight years after signing this Agreement provided that the registered number of sales of the Joint Venture Company exceeds 1,000 and the cumulative revenue of the Joint Venture Company reaches NT$8.7 billion. If the cumulative revenue of the Joint Venture Company does not reach the aforementioned number, Party A shall contribute the same percentage of such NT$400 million obligation in accordance as the actual cumulative revenue of the Joint Venture Company to NT$8.7 billion. Paragraph 5 of Article 10 shall apply if there is a violation of this Article.
| 2. | Except as expressly stated herein, all other terms, conditions and attachments of the Agreement shall remain in full force and effect. |
| 3. | All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided. |
| 4. | The terms and conditions herein contained constitute the entire agreement between the parties with respect to the subject matter hereof. This Amendment shall be deemed part of the Agreement and is incorporated therein and made a part thereof by this reference, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. |
| 5. | This Amendment shall be executed in three identical counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties, being duly authorized to do so, have executed this Amendment as of the date set forth above.
AIlife International Investment Co., Ltd.
By: Yi-Hsiao Mao
VAT number: ***
Address: 6F., No.311, Sec. 3, Nanjing E. Rd., Songshan Dist., Taipei City 105, Taiwan (R.O.C.)
Cyun-Jhan Enterprise Co., Ltd.
By: Yu-Ting Lin
VAT number: ***
Address: 9F.-8, No. 64, Minzu Rd., Central Dist., Taichung City 400, Taiwan (R.O.C.)
Jian-Zao International Industrial Co., Ltd.
By: Yu-Zhu Zhang
VAT number: ***
Address: 11F.-2, No. 218, Sec. 1, Wenxin Rd., Nantun Dist., Taichung City 408, Taiwan (R.O.C.)