Current Report Filing (8-k)
March 09 2021 - 3:21PM
Edgar (US Regulatory)
0001512927
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0001512927
2021-03-03
2021-03-03
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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
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000-54884
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30-0826400
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which
registered
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N/A
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N/A
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N/A
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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.
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CHINA UNITED INSURANCE SERVICE, INC.
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Date: March 9, 2021
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/s/ Yi-Hsiao Mao
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Name: Yi-Hsiao Mao
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Title: Chief Executive Officer
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