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 14, 2013
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 Acquisition Agreement
On August 24, 2012, China United Insurance Service, Inc. （ the “Company” or CUIS ） entered into an 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 (the “Acquisition Agreement”) and consummated the acquisition contemplated by the Acquisition Agreement.
Pursuant to the provisions of the Acquisition Agreement and in exchange for all of the issued and outstanding shares of AHFL, the Company agreed to (i) issue eight million shares of common stock of the Company to the shareholders of AHFL; (ii) issue two million shares of common stock of the Company to certain employees of Dinglv Broker; (iii) create an employee stock option pool, consisting of available options, exercisable for up to two million shares of common stock of the Company; and (iv) pay NT$15 million (US$500,708) and NT$7.5 million (UD$250,354) in cash in two installments, subject to terms and conditions therein. “NT$” shall mean the official currency of Taiwan.
On March 14, 2013, the Company and the selling shareholders of AHFL entered into an Amendment to the Acquisition Agreement (the “Amendment”), pursuant to which, (i) the cash payment deadline as set forth in the Acquisition Agreement has been 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 million employee stock option pool described in the Acquisition Agreement, the Company agrees to use its best efforts, as soon as practically possible, to create 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, and the remaining 2 million shares to be granted to employees of affiliated entities of the Company (including Dinglv Broker employees).
The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit |
Description |
|
| 10.1 | Amendment to Acquisition Agreement, effective as of March 14, 2013, by and among the Company and the selling shareholders of AHFL. | |
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: March 14, 2013 | |||||
| By: |
/s/ Lo Chung Mei |
||||
| Name: | Lo Chung Mei | ||||
| Title: | Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1 | Amendment to Acquisition Agreement, effective as of March 14, 2013, by and among the Company and the selling shareholders of AHFL. |
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 |